Spider-Man: The Ultimate Battle
by dragonicdevil
Summary: A new criminal group called WRAITH shows up in New York and causes trouble, Spidey and Armor Spider tries to stop them but when they break out a few others villains things goes completely out of control. Later when a spider monster and another person in a different Spider-Man suit appears things will get even crazier.
1. A new criminal group appears

Spider-Man: The Ultimate Battle

**This is a sequel to "The Curse of the Man-Spider" It has gone a half year since the battles against the vampires to save the mutated Michael Morbius as well as Peter getting cured from his mutation disease, but now the biggest of all of his challenges is about to begin, can he and Harry survive this or will they fall fighting? **

Chapter 1- A new criminal group appears

LATE IN THE EVENING WITH SPIDER-MAN,

Spidey was sitting on a rooftop, he was waiting for the Armor Spider to appear, they were going to go on a patrol together through the city today. While he waited so did he think about everything he had gone through, he had fought a guy in a flying suit, a guy in a rhinoceros suit, a guy made out of sand, guys fused with alien life forms and vampires and much more, he realized that no matter what, his life would never be normal or boring ever again.

He suddenly heard something behind him and looked around and saw the Armor Spider, the Armor Spider came over to him, "Something the matter buddy?" Spidey shook his head, "No I was just thinking about everything I have been going through these past two and a half year now".

The Armor Spider nodded, "I can understand Pete, you have gone through a lot of craziness since you got your powers from that field trip to the ESU lab, and I can guess that the craziness will not stop for the two of us". Spidey nodded, "You are right Harry but I won't complain since I have chosen this life".

After that so did Spidey get up on his feet right before he dove down from the roof towards the ground, he allowed himself to fall a few meters before he fired a web-line and swung through the air. After about a half minute after he began swinging so did Armor come up next to him using his jet boots, he turned his head and looked at Spidey, "You really like diving from buildings don't you?" Spidey chuckled before he answered, "Well yeah, it just feels so amazing, the feeling I get when I do it is just to incredible to describe with words, but that is one of the things that makes this tough life of mine actually worth it, but the greatest feeling I get every day is the feeling I get then I have done something really good like stopping a robbery, I feel like I have made life safer for at least one other person".

The Armor Spider nodded, "Yeah I know what you mean, I get this really satisfied feeling when I save someone or stop a crime as well, but it might be because of the mistakes I did before when I tried to kill you and I didn't care who got hurt in the process as long as I got you in the end. I know I was a horrible person at that time and I'm probably working so hard to try and pay help as many as I can in order to redeem myself, not that I ever will".

Spidey's eyes narrowed and he told Armor Spider to follow him and swung towards a roof, Armor Spider followed him really confused, as soon as they landed on the roof so did Spidey turn around towards him and gave him a hard punch in the stomach.

The Armor Spider gasped and held his stomach in pain as he went down on a knee, he looked up and saw Spider-Man looking at him and even though he had his mask on so could Harry tell that Peter were angry.

"Listen to me and listen to me good, you're not a horrible person, you were just an confused and angry teenager who thought that you had lost your father, it's understandable that you were blinded by your hatred and anger towards me and while I can't defend some of your actions I can understand them, no one of us blames you for them, we blame your father and you know as well as I do that we are right to do it".

Harry sighed, even though he didn't like it he knew that Peter were right, his father had framed him for being the first Green Goblin and had tried to take over the city, he knew that his father deserved to be in prison.

Spidey held out his hand towards Armor Spider, and the armor wearing hero chuckled, "You sure know what to say don't you buddy, well in that case I guess I will have to live up to your expectations, now should we get back to our patrol?"

Spidey nodded and the two heroes once again began to patrol the city. After about two hours so did the two of them land on a roof, Spidey looked at Armor Spider, "Looks like the city have been unusually quiet, so I guess we should get some sleep, after all since we are going on another shopping trip with the girls tomorrow".

Armor Spider sighed, "Don't remind me, can you explain to me how we always end up helping them shopping? After all we get to do is carrying all their bags, which is a few dozen at least". Spidey shook his head, "It's just how it is, and it doesn't help that two out of three of our female friends knows that we have super strength, and I am the one who suffers the most, since Gwen began shopping with MJ and Liz so have her number of bags increased compared to when just the three of us went shopping together".

Armor Spider nodded, he looked out over the city, he then looked back at Spidey and saw that he were looking out over the city as well but he could tell that something were on his mind, "Is something wrong?" Spidey sighed, "I don't know, for about two weeks now I have had the feeling that someone has been following me, so I usually do some intense swinging around the city in order to shake whoever might be following me".

Armor Spider got worried, "Do you think that they are hostile?" Spidey looked out again, "Even if they aren't it could turn ugly if someone that I don't trust were to discover my secret, so I will have to be careful". Armor Spider nodded and both of them decided that it was now time to get home.

Armor Spider made his way to get out of the armor while Spidey made his way towards his home but while he was swinging through the air so did his spider sense tingle, it could feel the presence of someone a few roofs behind him.

"Alright, you think you can follow me do you? Let us put that theory to the test". Spidey took and let go of his web-line and swung in another direction, the person on the roof tried to follow him but lost track of him after just a minute.

The man who was in a blue battle armor with a helmet and had a eagle on his chest took out a phone and dialed a number. A few seconds later so did the man say, "It's me sir, I'm sorry but I lost track of him as well, he seems to somehow notice that we are following him and then skillfully escapes, understood sir I will try and follow him back to his home next time and then I will try and convince him to join S.H.I.E.L.D.". The man ended the call and left.

AT THE SAME TIME WITH SPIDEY,

Spider-Man had swung around a building and then made his way around it faster then it was normally possible for him by pushing himself, he wanted to know who was following him and why.

He got around and saw a person in a blue battle armor looking around for him, he saw the person take out a phone and he heard on the voice that it was a man, he couldn't hear most of what that person said but he did hear him say Shield, but he didn't know what he meant by that.

Then the man left, Spidey considered following him but he knew that following someone who had been able to follow him the way he and his friends had since he figured that more had tried to follow him, would just be pushing his luck more then he usually did.

He decided that it was better to just go home and see what would happen, he then took and made his way towards his home, but during the entire time he swung home he couldn't shake the feeling that something really, really bad was about to happen, and that it might be out of his and Harry's league to handle.

THE NEXT DAY,

Peter had woken up pretty late since it was a Saturday, he knew that he and Harry would have to carry a lot and he really mean A LOT, of shopping bags today, but even so, he didn't mind since they would spend the day together, him and Harry, Gwen, MJ and Liz.

Suddenly so did his phone ring, he picked it up and saw that it was Captain Stacy, and took and answered, "Hello Captain, is something wrong?" It took a moment before the Captain answered and what he said got Peter confused, "Peter, Did you and Harry run into something weird on your patrol last night?"

Peter took and thought about last night for a moment before he answered, nothing specific that comes to mind, why do you ask?" He heard a sight in the phone and then George told Peter, "It was a robbery last night, and it was people in high tech battle suits who did the robbing".

Peter was shocked when he heard that, George told him that the guys in battle suits had robbed a bank last night, Peter then began to think if he could think of something that seemed weird last night.

"Well Captain it's obvious that this happened after we went home last night but I have one thing to ask you, is there a group called the shield or something because a guy in a blue battle armor followed me last night and I heard him say shield".

George told him that he would try and see what he could find and told Peter to have fun later on the shopping trip, Peter sighed, "Yeah thanks for reminding me". Peter ended the call and wondered what who these new people in battle suits were, and he had a bad feeling that he would soon find out.

AN HOUR LATER, ON THE SHOPPING TRIP,

Peter sighed as he walked next to Harry, both of them was holding four bags in each hand and the shopping trip had only just begun, he looked at the three girls who was walking ahead of them happily chatting with each other.

Harry looked at Peter, "How does this always happen to us Pete?" Peter looked at him with a sad smile, "Like I said yesterday, it's just how it but thankfully our super strength makes them really light for us, but unfortunately it also makes us able to carry much more than others and they".

Peter then looked at the girls to make sure that they couldn't hear and then spoke to Harry with a lowered voice, "Harry, I got a call from Captain Stacy earlier today and he told me something very weird". Peter told Harry everything he had been told and harry got just as troubled as he was, "I wonder who these high tech robbers is, we usually don't run into those, mostly freak shows, I wonder when they're going to show up again".

Peter were about to answer when an explosion were heard, everyone looked in the direction that the sound came from and they could see smoke, Harry looked at the smoke, "Peter we should go and see what's going on". He looked next to him only to see that Peter was gone, but unfortunately the bags were still there.

He looked up in the air to see Spider-Man swing away, "Good luck Pete, but I will still get you back for leaving me with sixteen bags to carry".

A FEW MINUTES LATER WITH SPIDER-MAN,

Spider-Man was getting close to where the smoke were coming from, he landed on a roof and looked down and saw to his shock an armored truck getting robbed, but that was not what was shocking but the fact that it was people in red and orange battle suits.

Spidey quickly realized that this was the people who robbed the bank last night and that they once again was making a robbery and this time it was during daytime and Spidey decided that it was time for him to introduce himself to them and jumped down from the roof.

One of the guys in battle suits had just ripped of the doors on the armored truck when he felt something hit both of his shoulders and how he was sent flying backwards, he landed on his back and everyone looked in the direction he came from and saw the web-spinning wonder battle ready.

The one that Spider-Man had kicked to the ground got back up on his feet again, "So the famous Spider-Man has appeared, I wondered when we would run into you wall-crawler, now let's see if you're as tough as people say you are".

Spidey stood up and looked at them, "Who are you guys, are you from a group called the Shield or something?" The men in the battle suits looked at each other before they looked back at him and the one who got kicked answered, "Do you mean S.H.I.E.L.D., where did you hear about those damn bastards?"

Spidey got shocked over their reaction, he got the feeling that this S.H.I.E.L.D group wasn't a criminal organization at all, he focused at them again when the one he kicked spoke again.

"S.H.I.E.L.D. is a world peace spy organization, they have been sticking their nose into our business for a long time now and they're getting on my nerves, but that's all the information we're giving you about them, now let's fight".

The three of them then flew towards the web-head who got ready, he quickly jumped over the first one and spun around to avoid the other two while he at the same time gave them both a hard kick in their backs and made them crash in to the ground.

He landed and looked at the first one who turned around and flew back towards him, he waited to the last minute before he jumped over him while he gave him a hard kick to the head which made him crash into a building.

The three men in the suits got up and looked at Spidey, Spidey looked at each one of them, "Come on now, that can't be all you guys got, unless you guys gets serious then I won't break a sweat on you".

The men in suits growled before they flew towards him again, he jumped over the first one again and shot a web-line at his back before he landed on the ground and quickly flung the first one at the other two so that he crashed into them.

They got up again and decided to end this now, they had to get the money and get out of there, their shoulders opened up and missile launchers came out of them, Spidey got a little worried, "You guys have missile launchers? Now how are that fair towards me?"

They fired at him and he quickly jumped out of the way right before they hit the spot there he had been standing, but the force of eight missiles was great enough to send him flying into a building. Spidey got up while he shook his head in order to stop the ringing he heard from the explosion, he felt his spider sense nudge him to look forward and saw one of them come towards him with a punch.

Spidey dodged for the punch which went straight through the brick wall behind him, Spidey tried to jump away but the man grabbed his leg and then slammed the web-head into the brick wall with his face first, then he took and slammed him into the ground and once again with his face first.

Spidey turned his head around and looked at him, "OW, come on, I just got my face back to how I wanted to have it after another person tried to remodel it so please don't try to remodel it again, also tell me who you guys are".

The man took and pointed at the W he had on the left side of his chest, "If you want to know who are going to kill you here today so are we from the great WRAITH organization, and now it will end Spider-Man".

The Wraith member took and threw him towards one of the other two, the other member then lifted his right arm and a sword blade came out of it and he aimed it at Spidey's head. Spidey knew that he couldn't avoid the blade at the speed he was flying but he knew that he could dodge it enough to survive, Spidey took and Spun in the air and managed to move his head out of the way for the blade, but it managed to cut him deeply in his left arm.

He landed on the ground and held his arm in pain as it was bleeding heavily, he shot a thick layer of webbing over it to stop some of the bleeding before he looked back at the WRAITH members. He now knew that he needed to end this fast or it could end badly for him, they once again fired missiles at him and then he began to jump and spin in the air while he kept dodging the missiles while he tried to find their weak spot.

As he managed to jump behind one he saw a sort of container on the member's back, he realized that it was the suits power source and knew that he had to get it of the suit. He quickly used his agility and speed to make them unable to keep track of him before he jumped on the back of the one he had originally kicked when he first got there.

He grabbed the power source with both of his hands and began to pull, he gritted his teeth then he felt the pain in his left arm, but he forced himself to ignore it as he needed to get the power source off of him. After a few seconds later so did he feel it loosen and soon he ripped it straight of the suit.

The WRAITH member stopped moving immediately when the battle suits source of power were removed, but not soon after so did Spidey's spider sense flare up and he looked at the power source and saw smoke come out of it, he realized that it was about to explode and quickly threw it high up in the air there it exploded safely and no one got hurt.

He looked at the other two who clenched their fists and one of them flew at him with a punch ready with the other one not far behind him. Spidey grabbed the arm of the first one and used the speed to spin around and threw him into the other one so that both of them fell on their stomach on the ground, Spidey quickly jumped both of them and grabbed both of their power sources, but before he could rip them of so did the two of them get up and tried to shake him off of them.

Spidey tried to hold on but it was hard with his damaged left arm, but he held out and managed to rip off first one of the power sources with his right arm before he quickly ripped off the other one before he threw them both into the air there they exploded.

He quickly had webbed up the suits up so that they members wouldn't escape out of them, they then heard police sirens coming their way and he looked around to see all the destruction caused by the missiles and hoped that he wouldn't be blamed for all of this.

A FEW MINUTES LATER,

Spidey was sitting on the hood of a car while a field medic was stitching his arm, while George Stacy were coming towards him, "Looks like you were having a party while you took these guys down".

Spidey looked at him, "These guys are from a group WRAITH, I'm sure they had something to do with the robbery yesterday so try to get one to talk". George nodded and was about to say someone when a shout was heard, they at the way and saw one of the WRAITH members who was in his early thirties trying to escape.

Spidey jumped away from the car towards the man, the man had just turned around to see how far away the cops were when Spidey came through the air and gave him a hard punch in the face knocking him unconscious.

George came up to him, "Good work Spidey". Spidey looked at him, "Thanks Captain, by the way can you see what you can find out about a group called S.H.I.E.L.D? They were the ones following me yesterday and according to these guys they are a spy organization and its purpose is to maintain world peace".

George told him that he would see what he could find out about them and then Spidey shot a web-line and swung up to the roof he had been on earlier. He took out his cell phone and took and called Harry, it took a moment before Harry answered, "Hi Peter you know I will get you back for leaving me alone with those crazy girls and their shopping, luckily it ended pretty early since I ran out of places on my arms to hold bags but I still ended up with over twenty bags".

Spidey sighed before he answered, "I'm sorry buddy but if you are still with MJ and Gwen can you tell them to come with you to my house, I need to talk to you and they should also hear this now rather than later". Harry heard that it was serious and told Peter that he would before they ended the call and Spidey made his way home.

20 MINUTES LATER,

The doorbell rang at the Parker house and Peter opened the door to see his friends standing there, he told them to come inside and began to tell them what had happened earlier and what he had learned.

Harry looked at him in shock, "So a new criminal organization called WRAITH has shown up here but we don't know why and a spy organization are following you for unknown reasons, did I get that right?" Peter nodded and then saw that MJ and Gwen looked at him worried, he asked what was wrong, Gwen looked him in the eyes, "We are just wondering if your left arm is okay. You did say that they did cut it deeply before you managed to take them down". MJ nodded and Peter gave them a reassuring smile, "It does hurt a bit but I will survive, so don't worry so much about it girls".

The girls nodded their heads, but as the girls begun to talk so did Harry and Peter look at each other which troubled looks on their faces, they wondered why this new criminal group had suddenly appeared in New York and why this spy group called S.H.I.E.L.D are following him around, are they thinking that he is a threat or are they doing it for some other reason? They guessed that they would have to wait and see what would happen next.

**So a new criminal group called WRAITH has shown up and Spidey is being followed by a organization called S.H.I.E.L.D and Peter ran nearly got killed by three members of WRAITH and there is more to come, will Peter and Harry be able to stop the coming madness or will it go out of control? Continue reading to find out?**


	2. A date and meeting SHIELD

Spider-Man: The Ultimate Battle

**Last time so did Spider-Man and Armor Spider go on a patrol and Spidey revealed that someone had been following him and soon after learned that it was a group called S.H.I.E.L.D and then he ran into three members of a group called WRAITH, he took them down but not before they nearly killed him, what will happen next?**

Chapter 2- A date and meeting S.H.I.E.L.D.

Peter were sitting in his room and looked out through the window, it had gone a few hours since his battle with the members of WRAITH and the pain in his arm was not as intense anymore. He looked at his arm, "That battle were really dangerous, I have to be more careful in case more of these guys shows up either looking for revenge or to rob something else".

Peter then realized that he would probably find out more about what was going on as time went on so he went to bed in order to face the next day since it was Thursday and he would have a test and Harry had told him that he would take the patrol alone that night so that Peter's arm could recover a little.

THE NEXT DAY IN THE AFTERNOON,

Spidey was swinging through the city after a long day in school, he had passed his test and now were looking for some action. Spidey then suddenly heard police sirens and went towards where he heard it and saw a car chase.

He swung after it while he gritted his teeth, even though his arm didn't hurt as much anymore so did he fell it when he flew through the air, he let go of the web-line and landed on the car that the police cars were chasing.

He was about to jump to the hood when his spider sense warned him and he dodged eight bullets that they fired at him from inside of the car, he quickly jumped to the hood and smashed the windshield and snatched all of their guns with a web-line.

"Alright boys, if you really want a car with a roof window then just buy one, you will get less for this car when you are going to sell it if you try to make one yourselves".

He grabbed both of the ones in the front seat and the driver's seat and threw them into the back seat before he webbed them up and jumped into the car and hit the brakes and managed to stop the car. He opened and exited the door, he looked into the back seat and saw two bags full of money, he looked at the men in the back seat, "You have been really bad kids, you should know that it's not nice to rob someone in old uncle Spidey's neighborhood and the entire New York is my neighborhood".

Spidey grabbed the bags and closed the door just as the police cars stopped next to them and out of one of them came Captain Stacy, Spidey walked over to him, "Hi Captain, didn't think I would see you on the streets today".

George smiled at him, he took the bags and gave them to another officer and looked back at Spidey, "I was actually hoping I would run into you, I have something to tell you".

Spidey looked at him, "Alright I just want to know one thing first, who did these guys rob?" George looked at him, "They robbed a famous antique shop a bit from here, they have a lot of customers and therefore earns a lot of money, some people tries to rob that place sometimes, and they have succeeded to escape with the money before but only four times".

Spidey nodded, "That does sound like a place that robbers would try to rob, but now to the business, what did you want to talk to me about?" George got a serious look on his face, "It's about the criminal group called WRAITH".

Spidey's eyes narrowed and he walked over to the car he stopped and jumped up on the hood, "Well let's hear it, what did you find out about them Captain?" George looked at him, "Well I found out that they are a big name in the criminal underworld all across the world. If you take all the most serious crimes and wrote down the ones who did them, then WRAITH would be on all the lists and also they are big rivals with another organization that you're familiar with".

Spidey looked confused at first, but then he realized what he meant, "Are you telling me that they are competing with the Tarantula organization?" George nodded, "Yes, they have been competing with each other for decades, of course since you defeated the Black Tarantula so has the Tarantula lost a lot of its reputation and therefore don't get as many jobs as before and instead turns the WRAITH".

Spidey looked at him in shock, "So you're saying that by taking down Black Tarantula I did decrease the number of jobs they got but instead the ones who wanted them to do it would turn to WRAITH since they had lost faith in the Tarantula organization?" George nodded and Spidey put a hand over his face and sighed, "And here I felt since I thought that I had stopped a big portion of serious crimes, but oh well, I at least took down Tarantula and dragged his name through the mud, something no one has done before".

George nodded, "Yes you got a really dangerous man behind bars, that's something to be proud of". Spidey nodded and told him that it was time for him to leave, he thanked Captain Stacy for telling him what he found out about WRAITH before he jumped up in the air and swung away.

Spidey landed on a roof when his phone rang, he took it out of his belt and saw that it was Gwen, he took and answered, "Hi Gwen what's up?" It took a moment before Gwen answered, "I just wanted to know if you remembered that we are going on a date on Saturday?" Spidey nodded, "Yeah, Harry did promise me that he would take care of all the crimes on that day".

He heard Gwen chuckle, "Well I just wanted to make sure, well I look forward to it since it's hard to go on dates with you because of your dual identity". Spidey chuckled told her that he looked forward to it as well before they ended the call and he went home.

IN THE AFTERNOON ON SATURDAY,

Gwen were waiting for her boyfriend when she saw the web-spinner coming through the air with a web bag on his back, he landed in an alley and a moment later so did Peter Parker come out of it and came towards her.

Gwen smiled at him, "You are really early, only a half hour late". Peter rubbed his neck and smiled sheepishly, "Sorry, I know that I would leave the crimes to Harry today but as I was making my way here I heard about a bank robbery in progress and before I knew so were I going there, I'm sorry Gwen".

Gwen giggled and kissed him on the cheek, "You don't have to apologize Peter, I know you couldn't help it and you were close to it right? So it would only make sense that you took care of it".

They had decided to watch a movie later and were now going to spend time on the city together. Peter and Gwen took and through the city and looked inside a few stores, when Gwen saw a necklace she liked, Peter looked what the price were and the store clerk that he was going to buy it.

Gwen looked at him shocked, he looked at her with a smile, "What, can't a guy buy a present to his girlfriend?" Gwen looked at him, "But didn't you say that you for a while haven't had much money? Is it a good idea to use it on something like this?"

Peter smiled and took the necklace that the clerk was holding out to him and put it around Gwen's neck, he smiled, "I thought that it would look good on you and I was right, and besides, sometimes a guy wants to give his girl something nice regardless of how his economy looks like at that moment".

Gwen got a happy look on her face before she kissed him, they later went to a good café and spent an hour there talking, laughing and discussing what they would do after they graduated from high school. Both of them revealed that they had applied to ESU and that it was a really good chance that they would get in, Peter also revealed that Harry had applied to ESU as well and Gwen told him that Mary Jane had too.

They soon saw that their movie would start and began to make their way to the movie theater, but as they walked there so did his spider sense tingle, then he felt someone grab them both and pull them in to an alley.

He turned around and saw a guy holding Gwen while he had a knife at her throat, he looked at Peter, "Give me your money and the girl won't get hurt, in fact". He looked at Gwen with a smirk, "I think I will keep this little cutie for myself".

Peter felt his anger rise but knew that without his web shooters and suit, he could put Gwen in danger if he ran towards the guy right now so he had to be smart. The guy told Peter to put down his wallet on the ground and then back away, Peter did as he said but at the same time he took and picked up a tiny rock that he knew he would need in order to help Gwen without putting her in danger.

He took a few steps back and the guy walked towards the wallet while he still had the knife at Gwen's throat, he moved the knife to the hand he held Gwen with and bent down to pick up the wallet and for a moment lost focus on Peter and that was all that Peter needed. Peter took and threw the rock and managed to hit the guy's hand that were holding both Gwen and the knife, the man yelled as he dropped the knife.

Gwen broke free and tried to run away but the guy grabbed one of her arms and bent down to pick it up, "I warned you, now this girl's death will be your fault". He looked up only to see Peter in front of him, he in shock tried to stab him but Peter caught his hand and twisted it so that he dropped the knife, but Peter used more strength than he planned and a loud crack could be heard from his hand.

The guy went down on a knee in pain and held his hand, "My hand, you broke my hand". Peter took and punched him unconscious, but as he looked at the guy he couldn't help but to feel bad over breaking his hand. They called the police and they came and picked the guy up to put him in jail.

Gwen saw the troubled look on Peter's face and took his hand in her, he looked at her with a questioning look, "I know that you feel bad over breaking that guy's hand but I can also understand that you couldn't really control yourself, so please try to not think about it".

Peter smiled and nodded, "I will try, now we have a movie to get to and it will soon start so we will have to hurry". Gwen smiled and they once again made their way towards the movie theater.

LATER THAT EVENING,

Spider-Man were swinging around town, he was still thinking about his date with Gwen, he still couldn't forget that he broke that guy's hand, he admitted that he may use a lot of force on criminals but he doesn't usually break something in them, "I know that he threatened to hurt Gwen and that I had to take him down, but still breaking his hand were a bit too much".

He then saw something, he saw that it was one of the guys from S.H.I.E.L.D., the agent were standing on a rooftop and had his arms crossed and it looked like he was waiting for someone, and since he looked directly at him so could Spidey guess who he was waiting for. Spidey swung towards him and landed on the roof in front of him, "I assume that you were waiting for me, what does S.H.I.E.L.D. want with me?"

The agent lifted his head, "I don't know how you know about us but right now that doesn't matter, you need to come with us right now". One of Spidey's eyes narrowed questioning, "Us?" At that moment so did his spider sense flare up just as a dozen other agents showed up with laser blasters aimed at him, he looked at the agent who looked back at him, "We would like it if you came with us peacefully but if you refuse or resists us we will take you with us by force".

Spider-Man's eyes narrowed, "So this is how S.H.I.E.L.D. does things huh? Do as you say or you will use force to make me do as you say, well I am afraid that it won't be as easy as you think".

Spidey used his left leg to knock four of the ones with laser blasters off their feet and on to their backs, he then took and snatched their blasters, he then quickly jumped up in to the air as the other eight opened fire at him.

As he dodged in the air so did he disable the four blasters he was holding before he tossed them as hard as he could at the other agents and hit three other agents in the heads hard, successfully knocking them unconscious before he landed and turned towards the other five as while the four unarmed agents got up on their feet again. He quickly shot five web-lines and snatched the five blasters from the armed agents before he crushed them and snatched the blasters of the ones he had knocked unconscious and crushed them as well.

he then held out his right hand and waved to them to come at him, from his left side rushed five agents at him and from his right rushed four agents at him. He dodged them all by jumping over them and then landed and then gave each one of them a hard punch to the head knocking them all unconscious.

He webbed them all up and then looked back at the first agent, "Is that all? I was expecting more from people who would take with them by force". The agent crossed his arms, "I admit that you're more skilled than I thought, so it's good that the Director convinced me to take with me more reinforcement".

Then six more agents with blasters appeared, Spidey didn't think much about it until he felt two heavy objects land behind him. He turned around and saw two big battle suits behind him, "Oh come on, are battle suits the latest fashion or something?" One of the guys in the battle suits moved towards him, the man flung out with his arm but the web-head managed to stop it, the man flung out with his other arm as well but Spidey caught it as well.

Spidey struggled a bit since the suit was quite powerful, but still not as strong as he was, Spider-Man gathered all of his strength and attached his hands to the arms of the battle suit and them ripped them right off of the suit, he then used one arm to smash the suit's legs so it fell on its back before he jumped on it and ripped the chest part open so he could see the man inside of it.

But at that moment so did his spider sense warn him for danger but it was too late, an arm of the other battle suit suddenly grabbed the web-head and held him tightly, the man then lifted the other arm and electricity appeared in the palm of the hand, he moved it towards Spidey who grabbed the arm and struggled to keep the electricity away from himself.

But then electricity went through the battle suit instead, the grip that it had on the web-head weakened and he managed to break free right before the other suit collapsed, Spidey looked up and saw the Armor Spider standing there, the agents aimed the at him but he pressed a button on his gauntlet and suddenly so did the blasters shut down, the agents looked at him in shock, "Electromagnetic pulse, or as it is usually called, EMP".

Spidey walked over to him, "What took you so long?" Armor Spider looked at him, "Well I was looking for you when I saw laser beams flying through the air and figured that they must be aimed at you since people like to shoot at you".

Spidey's eyes narrowed, "I really resent that, it's true but I still resent it", they looked at the agents and were about to attack them when a shadow fell over them, they looked up and got shocked when they saw something that looked like a small city flying over them. Armor Spider took and asked the question they both were wondering, "What… is that?"

The agent that had been there first looked at them, "That's the S.H.I.E.L.D. helicarrier, our headquarters". Spider-Man and Armor Spider looked at the agent in shock, "Look if the two of you would come with us peacefully then the Director would explain everything".

Spidey and Armor Spider looked at each other, "It's your call Spidey". Spidey sighed, "Alright fine, we will come with you but first let me get that guy in the suit out". Before the agent could say anything so did he jump up on the battle suit that Harry had electrocuted and ripped the chest part open and took the agent out before he jumped down again, the first agent sighed, "It's not going to be fun to explain to the Director that two of our battle suits were seriously damaged here today".

Spidey and Armor Spider saw flying transport vehicles, they landed and the agents entered them while others carried in the unconscious ones, they also moved the damaged battle suits into the vehicles, Spidey and Armor Spider entered one of them and the vehicles flew back up towards the helicarrier.

A FEW MINUTES,

Spider-Man and Armor Spider were walking through the corridors of the S.H.I.E.L.D. helicarrier, they could see cells with criminals in them, research labs, infirmities, and more, including a lot of S.H.I.E.L.D. who all looked at them.

They then came to a pair of big doors that opened up and they saw the control central over the entire ship, they then saw a black man with an eye patch over his left eye, he stopped in front of them, "So we finally meet Spider-Man, this were going to happen sooner or later, I am general Nick Fury and I welcome you to S.H.I.E.L.D.".

Spidey's eyes narrowed, "I only came here to ask you why you and your people have been following me for over two weeks now". Nick's visible eye narrowed, "Direct to the point huh? Very well, I ask you here to offer you the chance to join S.H.I.E.L.D. and if you like, the Armor Spider as well".

It took Spidey only a moment to decide what to do, "No way Fury". Fury's eye narrowed even more than before, "And why would you reject the offer?" Spidey looked him straight in the face, "Well I don't really like how you tried to force me to come here against my will". Fury sighed, "It's my responsibility to maintain world peace, I do what I have to do and will always do that".

Spidey's eyes narrowed again, "And that's exactly the problem Fury, I don't like taking orders and I defiantly don't plan on crossing the line, which I think you will try to make me do if I work for you".

Fury looked at him, "What's your idea of crossing the line?" Spidey looked at him with a look that asked if he were stupid, "To make me kill someone of course, what do you think?"

Fury stared him in the eyes, "If you have to choose between sparing the life of one criminal or kill it let in order to prevent that it endanger millions of people, what would you do?"

Spidey took a step forward, "I would find another way, no matter what, taking a life won't solve anything, no matter how evil that person may be". Fury sighed and closed his visible eye, "You're really naïve Spider-Man, sometimes you have to do what you have to in order to save millions of life, you will learn that one day".

Spidey turned around, "And if that day ever comes I will give you a call, now it's time that you get the two of us back to the ground". Spidey were about to walk away when he heard Fury say, "If you insist that you won't join S.H.I.E.L.D. then I will test your skills and see if you're good enough to work solo".

Spidey turned his head around and Armor Spider walked up next to him, Fury looked at him, "This test is to test Spidey's own abilities, so you stay out of it, I might test you after I'm done with him". Armor Spider looked at Spidey who nodded his head and then stepped back, Spidey completely turned around and looked at Fury, "A one on one fight between you and me Nicky?"

Nick took a fighting stance and Spidey did the same, Nick ran towards him and threw a punch at the web-head, Spidey pushed the punch away and threw his own punch at Nick, but to his shock so did Nick knock it away with a kick before he quickly give the web-spinner a hard punch in his left side. Spidey were temporary stunned and during that time so did he give the web-spinner a hard kick in his left side as well which sent him flying.

Spidey were picking himself up from the ground while he held his left side in pain, he gritted his teeth when he felt that his ribs were very sore right now, he looked Nick who came at him again and realized that this might be one of his toughest challenges. When he saw Nick throw a hard left at him so did he jump over the punch but was wide-open and got a hard right hook in his stomach.

He landed hard on the ground again, he looked up and saw Nick come towards him with a hard kick ready, Spidey rolled to his right and avoided the kick before he quickly got up and managed to land a spin kick in Fury's right side which sent him flying a few meters before he landed hard on the ground. Fury chuckled as he got up again, "I guess you have some skill and strength, that kick of yours almost broke a few of my ribs".

Spidey gasped, he knew that if this battle would get dragged out so would Fury eventually win it, he needed to find a good opening and he guessed that in order to do it he would have to take a few hits. He quickly jumped away from Fury's kick and landed on the ground before he launched himself at Fury, but Fury dodged it and grabbed his leg and spun him around and prepared to toss him across the room.

But this was what Spidey had been waiting for, just as Nick were about to toss him so attached he his finger to the ground and pulled his leg free before he used both of his legs to grab Fury's arm and then he tossed Fury across the room before he jumped after him.

Fury hit the wall hard and fell to the ground, he picked himself up and looked up and saw Spider-Man come towards him with a hard punch ready, he knew that he couldn't dodge it and prepared himself, but then Spidey stopped the punch right in front of his face, Fury looked at him, "This fight is over Fury, this punch that I just stopped would knock any normal person unconscious, so if I had hit you I would have won, but I guess that I have proven to you that I can take care of myself".

Fury looked at him, "While you did handle me well alone I don't know how you will handle a skilled group so you are going to face our most skilled three-man squad and we will see how it will go".

Spidey sighed and nodded, guessing that agreeing would make this quicker, besides if they were not as skilled as Fury when this might not take too long, the doors opened up and they saw three man come in and Spidey could immediately guess that they were triplets, they were way too similar not to be.

The men looked at Spidey and got into a fighting stance, Spidey was gasping, he was still tired and sore from his battle with Fury, he got into a fighting stance, the three of them ran into three different directions, he saw one of the come towards him from the front, then his spider sense went off and felt that one came towards him from behind and he jumped over them, but then his spider sense went berserk and he saw the third triplet above him before he got a kick in the head sending him flying down.

The other two triplets were waiting and then gave him a double spin kick in the chest which sent him flying a few meters before he landed hard on the ground, he began to pick himself up.

_So much for ending this quickly, OW, that double kick really hurt, together those three are almost as good as Fury are and since they are three it makes it harder for me to avoid and counterattack, Spidey though as he got back up on his feet._

Fury looked at him, "These three have been doing everything together since the day they could walk, so they can practically read each other's minds and that's why they're the ultimate three-man team".

Spidey gritted his teeth, he guess that he would have be careful or he would lose this fight, he saw them come towards him, he dodged a punch and a kick from two of them while trying to keep track of the third one. He had just knocked away a punch when his spider sense went off, he saw the third brother came from behind him, he dodged but the brother managed to press a spot on his left arm, he suddenly felt his left arm go numb, he couldn't even move his fingers.

He looked at the third brother, "I just hit one of you pressure points Spidey, but since I couldn't get in a full strike on it so should you be able to move that arm in about 10 minutes". Spidey gritted his teeth, 10 minutes of only using one of his arms could be dangerous against these guys and since if they got in a good strike on some of his pressure points could knock him unconscious, he began to dodge and did so for a few minutes.

After 5 minutes had passed so did he notice something, he smirked under his mask since he knew this could change everything, he just needed to time this right, he then noticed that one of them came at him and he could tell that he was aiming at the pressure point in his neck, he threw out with his right arm but the man dodge the punch and continued not worried since he knew the web-head's left arm were still unusable for him.

But then he heard Spidey chuckled and saw how he clenched his left fist before he rammed it straight into the triplet's stomach, the triplet gasped in pain before the powerful punch sent him flying across the room and then he landed hard on the ground.

The other two triplets looked shocked at their brother before they looked back at Spidey who were moving his left arm, "Well I guess you didn't know that I recover faster than normal people, that's why I can already use my arm, although not as good as normal. But one thing I didn't need to hold back as much as I usually do, but I might still have used too much power in that punch". The brothers looked at their brother who was down on the ground in pain.

Spidey looked at the other two triplets, now that one of them is down, the other two should be easier to take down since he figured that most of the tactics required all three of them and also since they were only two of them now so would it be easier to keep track of them.

The two of them ran towards him, they tried to keep him of balance but the two of them were having trouble with that. Spidey then dodged a punch from one of them and gave him a hard kick to the chest sending into the wall hard and successfully knocking him out. He turned around and looked at the last brother, he ran towards him and the brother tried to dodged him but Spidey shot a web-line at his right leg and pulled, tripping him before he webbed him to the ground.

Spider-Man stood still and were gasping for air, he then looked at Fury and saw that he was smirking, "I must admit that I'm impressed, I didn't think that you would be able to handle them the way you did, well I guess it's time to test Armor Spider".

Spider-Man turned around towards him, "If you're going to test him then test him yourself and not let him face a team, I'm still making him get used to this and make him find his own fighting style".

Fury nodded and told Armor Spider to get ready and Armor Spider nodded and they moved and stood in front of each other, Spider-Man leaned against the wall while he rested to regain some of his strength.

Armor Spider sent his grappling hook towards Fury who dodged and ran towards Armor Spider who threw a flash grenade into the ground, blinding Nick and snuck behind him and sent an electrical shock through his body, Fury screamed but grabbed Armor Spider and threw him away.

Armor Spider was picking himself up and turned around only to receive two hard punches to his face, Fury were about to punch him again but Armor Spider punched him before he could, but then Fury got in a kick in his side, followed of three punches to the face.

He then threw away Armor Spider, he then jumped towards him with a flying kick, but Armor Spider used his grappling hook to get himself out of the way in time and then shot two steel cables at him, binding his arms against his body, as well as binding his legs.

Fury however managed to break free and stood up, Armor Spider were about to run at him again but Spidey walked in front of him and looked at Fury, "That's enough Fury, I think you have seen what you need".

Fury nodded, "Yeah, he's a bit rough, but I think you will be the best teacher for him, at least for now, but I won't give up, I will get the two of you to join S.H.I.E.L.D. one day".

Spidey's eyes narrowed, "We'll see, but I doubt it, now can you get us back down to the city?" Fury nodded and then told them to follow him.

A WHILE LATER,

Spider-Man and Armor Spider looked up as the transport vehicle flew back up towards the helicarrier, Spidey looked at Armor Spider, "I want to hear your opinion Harry, do you think we did the right thing?"

Armor Spider looked at him, "Yeah, S.H.I.E.L.D. doesn't suit our style, and he was right about something, right now I need you as my teacher, I need to see things more from your view".

Spider-Man nodded and then Armor Spider said, "One thing I like is that you upgraded my suit so I could use EMP, which will be useful in the future". Spidey chuckled, "Yeah well the toughest part was the safety measures, while I couldn't make the suit immune towards EMPs I managed to make it able to handle two EMPs in one day, get hit by a third and it would shut down".

Armor Spider nodded, then looked up in the sky where he knew that the helicarrier were, "I guess you also gets the feeling that things are about to get crazy right". Spidey nodded, the timing of S.H.I.E.L.D. showing up were a bit suspicious, but what could be coming?

**So Spider-Man and Armor Spider now knows why S.H.I.E.L.D. has been following Spidey, but why are they showing up first now after two and a half year? Continue reading to find out and please review**.


	3. WRAITH appears again and planning

Spider-Man: The Ultimate Battle

**Last time so did Peter and Gwen go on a date and then later so did Spider-Man get ambushed by S.H.I.E.L.D., but with the help of Armor Spider ended it without anyone getting seriously hurt and then came with them to meet their boss Nick Fury who offered them to join S.H.I.E.L.D. but they refused, then he tested them to see if they were good enough to go solo, after that so did he return them to the city and they got the feeling that something bad were coming their way, what will happen next?**

Chapter 3- WRAITH appears again and planning

Spider-Man took and jumped in through his window and into his bedroom, he pulled off his mask and the tired face of Peter Parker showed up. Peter sighed, after the run in with S.H.I.E.L.D. so had Peter and Harry gone on the patrol they had been planning on doing before S.H.I.E.L.D. had shown up.

"Nick Fury sure had a attitude, but I guess with the work he has so should he have a pretty harsh attitude, but I still wonder why he has shown up first now. If he wanted me to join S.H.I.E.L.D. why did he wait over two and a half year before he came to me with that offer, his sudden appearance and the offer makes me think that something is about to happen in New York and he needs someone who is really familiar with the criminal underworld in this city".

Peter sighed, he realized that he wouldn't figure out anymore today and decided to get to bed and get some sleep so his body could rest a bit, it was still sore from his battle with Fury and the triplets. Peter went over to his bed and immediately fell asleep.

THE NEXT DAY 10.00 AM,

Peter woke up and sat up and gritted his teeth, he looked at his chest and his left side and saw that he had bruises there, he realized that he probably should get on S.H.I.E.L.D.'s bad side, if they sent more like the triplets or someone who alone were almost as good as Fury then he would be in serious trouble.

He heard someone knock on his door, he told them to come in and his aunt stuck in her head, "Hi Peter, Harry just showed up and are waiting for you downstairs, I came up to see if you're awake and to tell you".

Peter were a bit shocked over that Harry had showed up, they hadn't said anything about meeting at this hour, but he soon figured that Harry wanted to talk about what happened last night, he told his aunt to tell Harry that he would be downstairs in a moment and she nodded before she went downstairs and he began to put some clothes on.

A FEW MINUTES LATER,

Peter and Harry were sitting in the couch and were talking, Peter had been shocked when he saw Harry since he had bruises all over his face, but when he thought back to last night so did it make sense, after Nick Fury mostly hit him in the face so it should be in pretty bad shape.

Harry looked at him, "So how are your body Pete?" Peter looked at him, "My chest and my left side are really sore and probably will be for a few days to come, to think that some people in S.H.I.E.L.D. would be that good, but still I would like to know more about them, without joining them".

Harry smiled at him, "I think I can help with that, you remember the copies of my father's files? I thought that they might have something so I looked through them and actually found a file about them, apparently S.H.I.E.L.D. is an international spy organization with agents all across the world, stopping most of the serious threats before they become too big, and they also requite people who they think can be useful, no matter if they are normal people or super humans like you or enhanced people like me".

Peter nodded, "I figured their organization were something like that, because despite Fury being a jerk so weren't he a bad guy, besides how can he not be a jerk with his job? Anyway what we should focus on now is WRAITH, I'm sure we haven't seen the last of them".

Harry nodded, he and Peter had figured that if they had shown up in New York so did it mean that they had some business in the city, but what they really needed to know was what they were there for, because they figured that it wasn't to rob banks or armored trucks, that had only been a small work for their organization, they knew that they were probably planning something big.

Then Peter's phone suddenly rang, he picked it up and saw that it was from Captain Stacy, he took and answered, "Hi Captain Stacy, is something wrong? Harry looked at Peter and saw how he got a shocked look on his face, "Who were making a robbery and were? I think I didn't hear you right". Harry looked at Peter wondering and then Peter ended the call and looked at his phone, "You have to be kidding me".

He told Harry that they had to get moving and Peter ran up to his room and Harry activated the remote control for his armor so that it would come to his location and waited for it to arrive.

A FEW MOMENTS LATER,

Spidey swung through the air with the Armor Spider flying next to him, Armor Spider looked at him, "Spidey would you like to tell me where we're going?" Spidey looked back at him, "Let me ask you something, do you remember how I first encountered the Tarantula organization?"

Armor Spider nodded, "Yeah, they were going to steal a weapon of mass destruction from one of Justin Hammer's weapon factories", Spidey nodded, "Yeah well the funny thing is that WRAITH are robbing that same factory at this very moment". Armor Spider stared at him, "Are you kidding me?" Spidey shook his head, "No and we will have to be careful, if I trash that factory again then Hammer will really sue me this time". Armor Spider nodded and knew that they would have to try and defeat them while trying to do minimum damage to the factory.

A FEW MINUTES LATER,

Spidey and Armor Spider arrived at the factory and saw the police engaged in battle with the WRAITH members, a battle they were losing. Spidey landed next to an officer, "How are things looking?" The officer looked at him, "They are using weapons from the factory to keep us at bay, we can't get close to them".

Armor Spider came up next to them, "Maybe you can't get close to them, but we can", Spidey nodded his head and then the two of them made their way to the backside of the factory.

Spidey opened a window on the backside of the factory and the two of them snuck inside it, they took and studied the situation, there were six members of WRAITH in the factory and they had armed themselves with laser blasters from the factory. Armor Spider looked at Spidey, "Hammer is making a lot of dangerous stuff right?"

Spidey nodded, he still remembered the weapon that he protected, he told Armor Spider to get to their right side while he took the left, Armor Spider nodded and they went in to action, Spidey and Armor Spidey silently snuck up on both sides of them, Spidey gave the Armor Spider the sign and Armor Spider nodded.

Armor Spider took out a flash grenade and threw it to the ground, it blinded all six of the members of WRAITH, Spidey quickly grabbed the laser blasters and then they both jumped down, "Now now kids, what have we told you about playing with dangerous toys?" The Armor Spider gave Spidey that said `really´, the members ran towards them, three on each hero, Armor Spider quickly used his newly added stun blasts to temporally stun the bad guys enough to knock them out, he looked at Spidey who dodged the bad guys while he began to web them up.

Soon after so did the two heroes carry the six villains out of the factory and then handed all but one of them to the police, the officers looked at them wondering, Spidey looked at them, "Sorry but we would like to borrow this guy for a short while we need to ask him a few questions". The officers nodded to show that they understood and then the two heroes made their way to the roof with the member of WRAITH.

Once they made it to the roof so did Spidey hold the member over the edge of the building in one leg, "What are you guys doing here in New York?" The member looked at him, "I rather die than betraying our master". Spidey let go off his leg and he fell towards the ground, once he was close to the ground so did he shot a web-line and caught him, he pulled him back up and pulled him up so that they had eye contact, and Spidey was shocked when he didn't see a single trace of fear in his eyes, the man smiled, "I told you, I rather die than betraying my master".

Spider-Man and Armor Spider looked at each other, they figured that they wouldn't get any information out of him so they went down to the ground again and handed him over to the police before they made their way back to the Parkers house.

AN HOUR LATER,

Peter and Harry were sitting in Peter's room, they had been trying to find everything they could about WRAITH but all the things they found were stuff they already knew. Peter looked at Harry, "Harry do you think that it might be a file about WRAITH among your father's files?"

Harry looked at him, "If there is any then I won't get my hands on them anytime soon, even though I managed to break the password for the files so are some of the files so secret that they have their own password and with the word top secret printed on them." Peter looked shocked at him, he then put a hand on his chin while he was thinking.

_Why would Norman have hidden files with their own passwords? Wasn't all of the files secret and never thought to be read by someone else? Could it be things that were so secret that he made sure to have extra security measures?_

Peter's thoughts got interrupted when the doorbell suddenly rang, he heard how aunt May opened the door, then he heard two pair of feet in the staircase and thought that MJ and Gwen had came in order to see how they were doing, only get shocked when his aunt opened the door with George Stacy behind her. He came up on his feet, "Captain Stacy, is something wrong?" George gave him a smile, "Maybe not if everything goes as planned and please, just call me George in private, both of you".

Peter and Harry looked confused at each other before they looked back at him and Peter said, "Okay George, tell us, what have you planned?" George came over to the bed and sat down while Peter stood up and Harry sat down and both looked at George and he began to tell them.

"Do you guys know about that skyscraper building that they said on the news had been bought recently?" Peter and Harry nodded and George continued, "Everyone thought at first that some kind of company bought it, but we recently discovered that it was bought by just one person".

Peter and Harry looked at each other shocked, that skyscraper were pretty big and must be pretty expansive, but now they were hearing that just one person had bought the entire skyscraper?

Peter looked back at George, "Even though that is very interesting George, what have that to do with us?" George got a serious look on his face, "The thing is that it were bought by not a very good person, in fact it was bought by the leader of a criminal organization and with the recent events, I have a feeling that the person who bought it is the leader of WRAITH".

Peter and Harry looked shocked at this, but when they thought about it so did it make sense, that building had the space to hide a lot of people, like the members of a large criminal organization, they looked back at George, "You're thinking about trying to arrest him and want our help with it, and by arresting him we can destroy the order in WRAITH and if we're lucky split the group up". George nodded before he smiled and got a good feeling when Peter got a smirk on his face and said, "I have only one question, what's the hold up, when are we going to start? If this goes as planned then the world might have one criminal organization less to worry about".

**So they are nor forming a plan for taking down the person they believe is the leader for WRAITH, will they succeed in taking down this new powerful criminal organization's leader and split the group up? Continue reading to find out and please review.**


	4. Spider-Man vs the leader of WRAITH

Spider-Man: The Ultimate Battle

**Last time so did Spider-Man and the Armor Spider run in to members of WRAITH when they were robbing the same weapons factory there Spidey met the Tarantula organization for the first time, after they defeated them so did Spidey try and scare some information but it didn't work. Afterwards when they were trying to find out more about WRAITH so did Captain Stacy appear and told them that a skyscraper that had been bought in Times Square might have been bought by the leader of WRAITH and they're right now planning on how they should take him down, what will happen?**

Chapter 4- Spider-Man vs the leader of WRAITH

4.00 PM AT THE POLICE STATION,

Spider-Man and the Armor Spider were with Captain Stacy and a few other officers, George were explaining the plan for them, "Alright after we discovered that the leader for a criminal organization had bought that skyscraper so knew we that we needed to keep an eye on them, I won't go in on details but just know that we managed to bug the place".

Spidey looked at him, "And what information have you managed to gather through the bugging Captain?" George looked at him, "Well, we have found out that in a few days so will every member of WRAITH except for the leader go out to inspect some places in order to complete their plan".

Spidey and Armor Spider looked at George and Armor Spider asked, "So do you know what their plan is? Did they mention that?" George shook his head, "Sadly no, it would make it a lot easier for us if they had, but I'm sure that the plan will fail if we take down their leader".

Spidey nodded his head, "I agree, they probably won't go through with it if we take down their leader, which is why we need to do it quickly, they are not going to put their plan in action when they leave that day am I right?" George nodded and Spidey looked at them all, "Then I say we will have to use that opportunity and take him down at that time, but I would like to know what the WRAITH members are supposed to do, so can you patrol that day alone Armor Spider and keep a lookout for them".

Armor Spider nodded, "I can do that but are you sure that you won't need my help with the leader?" Spidey looked at George, "I'm sure that the police and I can handle it". George shook his head, "It will only be you and me Spidey". Spider-Man looked at him confused, "Just like you're having Armor Spider patrol the city I will have my officers to do that as well".

Spider-Man turned towards him, "So how do you want to do this Captain?" George got a serious look on his face and said, "We have managed to discover when he eats and we have decided to get in at that time, it's on the top floor so you will stand guard at the roof window while I enter through the door, if I can I will take him alone but if I can't you will have to give me a hand".

Spidey's eyes narrowed, "Are you sure you want me to be only backup? It might be easier if I help you from the start". George looked at him, "That might be true, but if I can take him then you can leave and help Armor Spider to catch the members of WRAITH".

Spidey nodded, he didn't completely like the plan but this was Captain Stacy's operation so he would have to listen to him. DeWolff took a step forward, "I still think that it's too dangerous to let you go there with only the wall crawler as backup, you should let some of us come as well".

Spidey looked at her, he knew that she still didn't trust him and knew that she was thinking that he were more trouble than he was worth since the criminals he put in jail didn't stay there. George sighed, "If I can't handle it so will it be too much for even a lot of officers, and to be honest, Spidey have handle situations where we have been powerless to do anything, even against those stronger than him, and that's because he both uses his abilities and intelligence to triumph over his foes, if this guy is too tough then Spidey is our best chance of taking him down".

DeWolff looked at Spidey with a bitter look on her face, Spidey sighed, "Hey take it easy, I won't let Captain Stacy get killed, I wouldn't be able to live with myself if I did". She narrowed her eyes and then looked away, Spidey sighed knowing that he would probably never gain her trust, not in this life time anyway.

A FEW HOURS LATER,

Peter, Harry, Gwen, MJ and aunt May were in the living room, the two boys had told them about the plan, aunt May looked worried, "I don't like that Peter and George is going to do this alone".

Peter looked at her, "Hey take it easy aunt May, we will take care of this and maybe put an end to WRAITH here and now". Gwen looked Peter, "Your aunt has a point Peter, what if this guy is too tough for you, then it could be dangerous for both you and my father".

Peter looked at her, "I learned my lesson from when I battled Black Tarantula, if this guy is too tough for even me then I will grab your father and get out of there as fast as I can, that's a promise". Gwen looked at him still worried but she nodded anyway.

MJ looked at him, "How will you know when it's time to put the plan into action Peter?" Peter looked at her, "George told us that he would call us and tell us about when it would begin, so all we can do is wait".

Peter looked up at the roof, even though he was telling them not to worry so were he still wondering how strong this leader were and if he could take him down, he sighed and guessed he would just have to wait and see.

THREE DAYS LATER,

Peter and Harry were sitting in school, it had gone three day and it were now Wednesday and they had still not heard a word from George, they were now have biology, Harry looked at Peter, "I wonder when they would do rounds to check things for their big plan will begin". Peter nodded, "I do too Harry, but we can't do anything until he tells us that it's time". Harry sighed and nodded, then they went back to listen to Mr Warren.

LATER AFTER SCHOOL,

Peter and Harry met up with Gwen and MJ, Gwen looked at them, "Are we all ready to go to the Silver Spoon?" They all nodded, but just as they were about to go so did Peter's cell phone rang, he took it out of his pocked and looked who was calling him, he looked at the others, "It's your father Gwen, I guess it's time to get started".

Harry walked up to Peter while he answered and Gwen and MJ looked at them worried, they got even more worried when Peter ended the call and nodded at Harry, Harry got a smirk on his face, "Finally, I was getting tired of waiting". Peter looked at them, "We can still go to the Silver Spoon since the plan won't be put into action before in the evening".

The girls nodded but as they began to walk towards the city so couldn't they stop thinking about that Peter would face a really dangerous man later in the evening, him facing dangerous people weren't so weird, but the problem were that they didn't know how dangerous he were.

LATER IN THE EVENING,

Spidey and Armor Spider arrived at the police station, they walked in and saw captain Stacy standing there with a few officers, George walked over and handed Spidey a earphone, Spidey looked at him, "I will have a microphone on me so you can hear what is said, you will be on the roof and looking down through the roof window but I thought it would be good if you could hear what were going on down there as well".

Spidey nodded and took the earphone, he lifted a little on his mask and moved his hand in under it and up to his left ear and put the earphone in to it, he looked at George, "So when shall we start?" George smirked at him, "As soon as you say that you're ready".

Spidey chuckled, "We have been ready for three days, we want to start right now", George smiled and nodded, he looked at the officers, they nodded and left and Spidey at Armor Spider who nodded and walked out of the police station and flew away, then it was only Spidey and George left. George looked him, "Are you ready to do this Pete?" Spidey looked at him and nodded, they then went out before Spidey jumped up in to the sky and swung towards Times Square while George drove under him.

15 MINUTES LATER,

Spidey sat on a wall and saw George get out of his car and walked towards the skyscraper that had been bought by who they thought were WRAITH's leader, and even if he isn't so are they going to arrest the leader of a criminal organization. Spidey suddenly heard a voice in his left ear, "Spidey can you hear me?" Spidey looked down at George, "I hear you loud and clearly George, I'm seeing you about to enter the building, I will make my way to the roof now".

Spidey jumped away from the wall and swung towards the skyscraper, he landed on the building and began to crawl up towards the top of the building. After about 5 minutes of crawling so were he at the top, he reached the roof window and looked down, he saw a man sitting at a long dinner table and he could see that he were eating.

He suddenly saw that the doors to the dining room getting thrown open and George entered the room, the man looked at George and thanks to the microphone George had on him so did Spidey hear what the man said.

WITH GEORGE,

"Well if it isn't Captain George Stacy, don't you know that it's rude to interrupt someone when he's eating?" George narrowed his eyes, "Well if it were a honest citizen I might have felt bad, but since you are a criminal so doesn't that bother me very much, in fact it doesn't bother me at all".

The man looked at George and said, "And since you bugged this building so did you decide to try and bring me to justice while all my subordinates were out, and since you have probably already figured it out, yes I am the leader of WRAITH".

George looked at him in shock, "If you knew that the building was bugged when you did you let us know your plans?" The man looked at George, "Why would that matter? After all, there is no way for you to stop us". George's eyes narrowed, he pulled out his gun, "I will take you down right now, you can come with me peacefully or we can do this the hard way".

The man sighed and stood up, he then bent down and picked up a sword and pulled it out, he looked at George, "I mean it, you can't stop my plans here Captain, I let you come here to give you this warning, but since you're not going to listen then I guess that I will have to get rid of you, for good".

WITH SPIDER-MAN,

Spidey looked down through the window, he saw how the man stood up, after hearing what the man said so were he worried, he saw the man draw a sword, he saw how George lift up his gun and fired, and the man to Spidey's shock, DEFLECTED the bullets with his sword. Spidey knew that George needed his help so he smashed the roof window and jumped down.

He landed in front of George and stood up and looked at the man, the man chuckled, "I heard that you had a soft spot for this city's masked hero, and I was actually hoping to meet the person who did what I couldn't, the person who defeated Black Tarantula".

Spidey's eyes narrowed, "So you know Tarantula personally huh? So you have fought him too". The man nodded, "Yeah and I can't understand how a kid like you could take him down". Spidey's eyes narrowed, "Hey I'm almost 19 years old", the man chuckled, "So you are only a year younger than me huh? Well then I guess that I can't call you a kid huh? Anyway I have been waiting to fight since you defeated Tarantula".

Spidey turned his head around and looked at George, "Step back Captain Stacy, let me take care of this". George nodded his head and took a few steps back while Spidey got ready to fight.

The man lifted his sword and ran towards Spider-Man, Spidey took a step to his right and threw a left hook at the man, but the man dodged the punch and went behind him, Spidey then held his left arm in pain as blood was dripping from it, while the man had dodged the punch so had he cut Spidey with his sword from a little below the wrist to his elbow.

Spidey took and webbed his arm to stop some of the bleeding and turned around and looked after the man when his spider sense warned him for danger and jumped to the left to avoid getting his head cut in half but then he received a slash across his chest.

Spidey held his chest in pain, he then noticed that his spider sense were tingling but it was too late and he got a kick in the stomach and sent him flying across the table, after he hit the floor so did he get up and saw the leader of WRAITH run towards George, he got up and quickly ran after him but didn't notice that a candle had fallen of the table and the carpet had begun to burn and the fire were beginning to spread.

Spidey shot two web-lines at the leader but he cut them both off, he then spun around and stabbed his sword into George's stomach, George gasped in pain and dropped his gun before he went down on a knee, Spidey yelled in horror and anger. He fired another web-line and it attached itself to the leader's back and pulled him towards himself.

He threw a punch with his left arm, but the man aimed his sword at him and at the speed and angle he came from it would go right through his skull, Spidey continued with his punch even though his left arm got cut badly again and only leaned his head to his right side to avoid getting the sword stuck in his head before he rammed his fist as hard as he could now with his left arm in the leader's stomach, sending him flying across the room hard in to the wall.

Spidey felt his left arm fall to his side, he noticed that he couldn't move it anymore, barely feel it as well, he looked the leader and saw how he got up and chuckled, "You're better than I thought even though you're more of a power type fighter than a strategy fighter, just like the Tarantula, although you use your brain a little more than him at least, when you can't win with your muscles so do you try and find another option to victory so you are a hybrid fighter between power and strategy".

Spidey growled at him, "Are you analyzing my fighting style?" The man stood straight up and looked at him, "I do that in every fight, that's why the only one who has ever defeated me is the Black Tarantula". The man ran towards Spidey again and the web-head tried to dodge him but got a slash across the stomach, while the web head held his stomach in pain so did he see the man come towards his head with the sword, Spidey lifted his right arm to protect his head and got a deep cut in his arm from a little below the wrist all the way to the shoulder. Spider-Man gritted his teeth and tried to kick him but the man jumped back, Spidey then shot some webbing at the wound on his stomach before he looked up at the man.

Then the man suddenly ran towards George who had collapsed from the stab wound in his stomach, Spidey quickly ran towards George to protect him while he formed a layer of webbing in his left hand while the outer side was sticky before he put his right arm in the sticky side, attaching the webbing to his arm. He managed to get between George and the leader just as he lifted his sword, Spidey had only one way to stop this attack, he lifted his right arm as a shield.

The sword sunk in to his right arm and he gritted his teeth in pain when he felt the sword sink into his arm but thanks to the webbing so wasn't it as bad as it could be. He felt however how the man increased the pressure and knew that he had to stop him or he would cut off his arm. Spidey quickly gave him a hard kick in the stomach sending him flying into the wall hard enough to crack it.

Spidey were shocked when he saw him getting up, that kick would have knocked any normal person unconscious, his spider sense suddenly nudged him to look around, he saw that the room had was on fire, he knew that if the fire spread so wouldn't he be able to escape in his condition.

But as he moved his feet a little so did he hear a loud cracking sound, he realized that the wooden floor had been greatly weakened by the fire, and he got an idea and he knew that it would be his only way to grab George and get out of there, he just had to time this right.

The man ran towards him with his sword at his side, he swung his sword at Spidey's waist in order to cut him in half, but thanks to his spider sense so did Spidey see the attack come in slow motion, he jumped over the blade and then spun around in the air while he lifted his leg, he then flew down and slammed his leg in to the floor and smashed it at impact.

The man fell down through the hole but Spidey managed to jump back before he could fall down, he knew that he didn't have much time and ran towards George, he checked him and he realized that he were still alive but he would not survive unless he could get him to the hospital. He shot some webbing over the stab wound and picked him up, he looked up at the window, he hoped that he could reach it. He attached some web-lines on George and tied him to his back, Spidey then shot a web-line at the roof and pulled before he let go and the two of them flew up.

Spidey soon felt them slow down and gritted his teeth, if he could use both of his arms then he wouldn't have a problem reaching the window but not only did he have just one arm, it were really damaged and hurt a lot. He shot a new web-line and pulled as hard as he could, he gritted his teeth when he felt the pain in his right arm, but the good thing were that it were enough to get them to fly out of the window and into the rooftop.

Spidey went down on a knee, he was starting to get dizzy because of the massive blood loss he were having, but as he heard George gasping in pain on his back it reminded him that he had to press himself or George would not make it. Spidey forced himself back on his legs and looked down from the roof, he knew that it would take everything he had to get himself and George to the hospital before he jumped off the roof.

A FEW MINUTES LATER AT THE HOSPITAL,

The doctors were walking between the rooms and the different patients when the doors flew up so hard that they almost flew off, they looked around in shock and got really shocked and worried when they saw Spider-Man stumble in on wobbly legs with someone on his back while blood were dripping from his arms.

Spidey grabbed the webbing he had tied over his chest and ripped it off and picked the man up and the doctors saw that it were Captain George Stacy, the doctors came over to him looking at George worried, "What happened to him? By the way what happened to you as well?" Spidey looked at them, "Explanations later, if you don't treat him or he won't make it".

The doctors nodded and took George in order to treat him immediately and Spidey sighed relieved and then he wobbled because of the dizziness from the blood loss, the doctors came over to him, "Let us treat you as well, we don't know long you can last in your condition".

Spidey held up a hand to stop them, "I want you to contact Dr Jack Peterson, he have treated me twice before and no offence to you guys but I would feel that my secret identity is safer if he would treat me instead".

The doctors looked at each other and then told the web head that they would contact him, Spidey nodded before he lifted his right hand and tapped his left ear and activated the two way radio between his and Armor Spider's masks.

Armor Spider answered a moment after, "Hi Spidey, how did it go with the leader? Did you guys take him down?" Spidey gasped a few seconds before he answered him, "Not exactly buddy". When Armor talked again so could Spidey hear worry in his voice, "What's wrong? It sounds like it's hard for you to just talk".

Spidey gasped in pain before he answered, "Well I got almost cut to pieces and Captain Stacy got stabbed in the stomach, I somehow managed to get him to the hospital near Times Square, I want you to contact his daughter and then get here yourself, we need to talk about what we should do about the leader of WRAITH".

Armor Spider told him that he would do that and after Spidey heard that so did everything become dark for him and he collapsed where he were standing and fell to the floor and the doctors rushed to him and told a nurse to get a room ready.

**Spidey and George took on the leader but he was too much for both of them and Spidey barely managed to get them both out of there, will George and Spidey be okay and recover in time to stop WRAITH's plans? Continue reading to find out and please review.**


	5. Breakout and Midtown High under attack

Spider-Man: The Ultimate Battle

**Last time so did Spidey and George go after the leader of WRAITH while the police officers and Armor Spider were on a lookout for the members of WRAITH, but Spidey and George were badly beaten and Spidey barely managed to escape alive with George. After Spider-Man managed to get George to the hospital and contacted Armor Spider and told him what had happened before he collapsed, what will happen next?**

Chapter 5- Breakout and Midtown High under attack

A FEW HOURS AFTER SPIDEY ARRIVED AT THE HOSPITAL,

Spidey grunted as he was slowly waking up, he opened his eyes and sat up, he suddenly gasped in pain and moved his right arm to his left even though it hurt to and first then noticed that his left arm were in a sling, he looked around and saw Dr Jack Peterson stand there watching him.

"Hi there doc, how have you been in the eight months we haven't seen each other? Jack sighed, "I would like it to have been longer, I hate to see you in these kinds of conditions". Spidey sighed, "Yeah well over to more important things, how is Captain Stacy? Did he make it?" Jack smiled at him, "I don't know how you did it in your condition but you managed to get him here just in time, a little later and he would not have survived".

Spider-Man sighed relieved, he had been worried that he hadn't made it there in time but thankfully he had, he looked at Jack, "So how is he feeling? Is he awake?" Jack nodded, "Yeah he woke up an hour ago, your partner came here with his daughter and he have been asking him what happened, now can you tell me what kind of trouble you have gotten into this time?"

Spidey sighed, he told him about everything that happened, Jack looked at him with worry, "So the leader of the group WRAITH did this to you, alone? How are you going to take him down Spidey?" Spidey sighed and put his right hand on his head even though it hurt when he did, "I don't know, but can you go and get Armor Spider, I need to talk to him".

Jack smiled, "I were about to get him now, I was supposed to get him when you woke up, I will come by later and tell you how your condition is and how long you have to stay here". Jack left and Spidey leaned back down on his pillow, he sighed and though about how badly he had been beaten by the leader of WRAITH.

A few moments later so did Jack enter the door again with Armor Spider after him, Armor Spider went over to the empty chair next to Spidey, he sat down, "Hi there buddy, how are you feeling?" Spidey chuckled, "Well even though I'm badly injured so did my pride take the biggest blow, but right now we need to talk about what we should do about WRAITH's leader".

Spidey looked at Jack and he smiled, "Don't worry, you two can talk about anything you like, I will leave you alone and make sure that no one else enter here either, just press your button when you're done".

Jack left the room and Armor Spider looked at Spider-Man who looked back, "Gwen wanted to come here to see how you were feeling but she knew that if she got to emotional with you then people would get suspicious about her relation with Spider-Man".

Spider-Man nodded, "Tell me honestly Harry, how are George doing? I have been worried about him since I woke up". Armor Spider looked up at the roof, "He's awake and all but he's depressed because he feel that it's his fault that both of you ended up like this, especially you".

Spidey sat up again, "That's crazy, it's my fault for being careless, if I had been more on my guard then we might have been able to make it out of there without being in such a bad state".

Armor Spider shook his head, "It's not his fault Spidey but it's not your fault either, you were fighting an enemy who you knew nothing about, it could have been a lot worse but thanks to you so did both of you get out of there with your lives".

Spider-Man looked at him and chuckled, "Thanks partner, I feel a little better now, I just want to know more about WRAITH's leader, so that I will be ready next time I fight him".

Armor Spider and nodded before he sighed, "I guess we both know what's going to be the headline on the Daily Bugle tomorrow right?" Spidey sighed, "Yes, BREAKING NEWS, SPIDER-MAN ALMOST GOT CAPTAIN GEORGE STACY KILLED WITH HIS RECKLESS FIGHTING, or something like that". Armor Spider chuckled and told him to get better while he tried to dig up anything he could about WRAITH's leader, Spidey nodded before he pressed his button.

AN HOUR LATER,

Spider-Man was lying with his head on his pillow and looked at the roof and sighed, Jack had come in earlier and said that he had to stay there for at least a whole week, his left arm had gotten so banged up that it needed at least that long before he could use it properly again.

He suddenly heard something from the window, he looked in its direction and got shocked when he saw Nick Fury standing there, he sat up, "Fury? What are you doing here?" Nick didn't answer and just walked over to him while he took out an injections needle, before Spidey could say anything so had Fury put the needle inside of his arm and injected the liquid inside of it into him.

Spider-Man looked at him, "What did you inject into me Fury, some kind of mind control serum?" Fury's eye narrowed, "A person can't fight at 100 percent under mind control, it's a self healing accelerator, I know that you're supposed to stay here for a week, but I need you out of here earlier than that, so I injected you with something that temporally enhances your already amazing healing factor".

Spider-Man looked at Fury, "Why do you need me out of here sooner, does it have anything to do with WRAITH?" Fury nodded, "I would normally have waited a little longer in order to see what you really were up to before appearing before you, but seeing what you have done in almost three years made me realize that you mean well and also that the fact WRAITH showed up here in New York and I need someone who is more familiar with the criminal underworld in the city".

Spidey looked at him, "Did you know that they would show up here?" Fury looked at him, I knew that they would eventually but I recently found out that they had contact with Norman Osborn when he pretended to have died when you were fighting him".

Spidey's eyes widened, "Are you for real? Has that anything to do with why they have shown up now?" Fury nodded, "I believe so, and I was hoping that you who know more about him than me could help me to find out what they're up to in this city".

Spidey nodded, "I thought that you showing up so soon after that WRAITH appeared were a little suspicious, so you needed someone more familiar with Osborn to help you with this, then me and Armor Spider are the perfect guys for the job, as soon as I get out of here that is".

Fury walked over to the window, "You should be fine to leave in about three days, I expect you to do everything you can to find out if Osborn has anything to do with them being here". Fury jumped out through the window and Spidey could hear the sound of a jetpack, he sighed, "Well I never said that I would be doing it for you, I'm doing it to keep New York safe".

FOUR DAYS LATER,

Peter were sitting in his room with Harry and the girls, Gwen looked at Peter, "How are you feeling?" Peter looked at her, "I feel pretty good again, but you should have seen Dr Jack's face when I healed in half of the time that I would normally have". Peter looked at her worried, "But let's forget me for a moment, I have been wondering how your father are doing?"

Gwen smiled at his sadly, "He will be in the hospital for a few more days, but he was more worried about you when he heard about your condition Pete". Peter smiled sadly as well, he had met George in his room before he left the hospital and George blamed himself for what happened no matter what Peter had said to him but Peter had managed to convince him that they were both responsible.

Peter looked at Harry, "Have you found out anything more about the WRAITH Harry?" Harry looked at him, "Only that their leader's real name is Derek Taylor, other than that, nothing it's almost no information about them at all". Peter's eyes narrowed, that weren't much to go on, he stood up, "Harry call you armor here remotely, we're going on a patrol". Harry looked at him and asked if he were sure, Peter nodded, "Yeah, my left arm is good enough to use again so it should be okay".

A LITTLE WHILE LATER,

Spider-Man and Armor Spider were swinging and flying across New Jersey, they were looking for any trouble they could find, especially if it were WRAITH, Armor Spider looked at him, "Are you really okay to do this?" Spidey looked at him, "I told you, Fury accelerated my healing process so that I would be able to move around and fight in three days and it have gone four now, there is no need to worry about me honest".

Armor Spider knew that he weren't back to his best, which could mess up his fighting if he got a pain attack under a fight. Suddenly so did both of them heard a powerful explosion, both of them went in the direction that they heard it and saw a big wave of smoke come up from the subway station.

They quickly made their way down there and got horrified over what they saw, the station were completely destroyed and people were laying on the ground and a train had been forced on to its side, they both knew that this hadn't happened naturally, they knew that it had been a explosion here and from what they saw, a big one.

Spider-Man jumped up on the train while the Armor Spider check the people on the ground, Spidey took and grabbed the doors he were at and began to pull it open, but it was a little harder than usually because of that his arms were still hurting a lot, but after a few moments so did he get the doors open and jumped into the train.

Spider-Man gasped in shock when he saw that the entire train were full of people and that all of them were in really bad shape, he quickly jumped out of the train and called out to Armor Spider, "Hey Armor Spider when you call 911 make sure that they send A LOT of ambulances, this train is full of people and they help fast".

Armor Spider nodded and called anonymously to 911 to make sure they could trace it back to Harry, Spidey jumped back down in to the train and picked up a middle age man, he gritted his teeth as he got him out of the train, "Who would do something this horrible?"

A FEW MINUTES LATER,

Spider-Man jumped out of the train with yet another injured person, he handed it over to the ambulance people and said, "I have gotten out most of them now, it's only a few more to go now, is everyone getting enough medical treatment?" They nodded, "We're giving everyone who we can treatment and we have called for more people for those we can't treat right now".

Spider-Man nodded, "Good, well I have to go and get out the rest of the people who is in the train". But as he was about to leave so did Armor Spider come up to him, "Spidey, I just contacted by Captain Stacy and I just heard that a breakout is happening right now at the Vault".

Spidey gasped in shock, he knew that they needed to get there and help out, but he didn't feel good leaving while there were still injured people that needed help, he looked at the ambulance people and they smiled at him, "Go, they need your help more than we do, we can take care of the rest here". Spider-Man nodded at them and looked at Armor Spider who nodded at him and then both of them jumped up in to the sky and made their way towards the Vault.

A FEW MINUTES LATER AT THE VAULT,

Spider-Man and Armor Spider arrived at the Vault and saw criminals run everywhere while the police and guards were chasing them, Spidey looked at Armor Spider, "Let's split up so can we catch more of them, we might not be able to catch everyone but if only a few escapes then it will be easier to capture them again". Armor Spider nodded and both of them went in different directions.

Spidey had just webbed up four criminals who tried to escape when he saw something, he saw Fancy Dan and Ox closing in on someone, once he looked closer so did he see that it was Walter Hardy aka the Cat Burglar but to Peter he was known as something else, he knew him as his uncle Ben's killer.

A part of Spider-Man wanted to ignore it and let Walter get what was coming to him, he was about to chase some other criminals when he stopped, he gritted his teeth. His uncle had always told him that you should help everyone who was in need of it, no matter what they had done, last time he saw Walter so could Peter see that he regretted killing Ben and he had also helped Spider-Man get the Vault under control again after the Goblin let the prisoners out.

Spider-Man growled and made his way towards them while he took out a few web cartridges and put them in to his web shooters, he had prepared these for special criminals like the strong Ox and the skilled Fancy Dan.

Walter was backing away with the two mercenaries closing in on him, "We could have destroyed Spider-Man last time if it wasn't for you old man, time for payback", Fancy Dan said and Ox nodded, only for Spider-Man to land in front of them. "Hi guys, as much as I don't like this guy behind me so can't I just let you hurt him while I'm here".

Fancy Dan jumped towards him but Spidey dodged to the right, Fancy Dan picked up a metal pipe that were laying on the ground, he stood up just as Spidey jumped over Ox and gave him a hard spin kick which made Ox take a few stumbling steps before he managed to regain his balance.

Spidey turned around and fired webbing at Ox and webbed his hands together before he webbed his arms to his body before he fired at Fancy Dan as well. Fancy Dan tried to knock the webbing away with the pipe but to his shock so did it stick to the pipe and more were getting stuck on it, at the same time so tried Ox to tear the webbing apart but he couldn't to his shock.

Soon so were it so much webbing all around Fancy Dan that he couldn't even move his arms at all, Spidey chuckled, "It's something I have prepared for people like you two, its super sticky so it's nearly impossible to knock away and even Ox's strength isn't enough to tear this webbing apart, of course it's more expansive to make so I have only made a few and I will only use them on people I have to".

Spider-Man turned around and looked at Walter who looked back at him worried, "I still haven't forgiven you for killing a innocent man, but I won't stand by and watch some other criminals beat you up, if I did then I wouldn't be any better than them, I have one thing to say, if you really regret what you did then surrender peacefully to the police and the guards".

Walter calmed down and nodded, "What I told my daughter that day were true, I will stay in prison and I will pay for my crime, I will never get rid of the guilt I feel for what happened but I will stay here try to make up for my terrible mistake".

Spidey nodded before he saw Rhino and quickly ran towards him to stop him from escaping, while he ran so did Peter smile under his mask, he knew he had done the right thing when he protected Walter, he believed in what his uncle had taught him that you should help everyone, no matter what they had done.

15 MINUTES LATER,

Spidey and Armor Spider stood next to the police officers and watched as the guards led back the captured criminals back into the Vault, Armor Spider looked at Spidey, "Even though we caught most of them so did probably a few escape, I just wonder how many".

George came up to them, "We're not sure and also not which ones that did escape, the guards are checking that now". Armor Spider nodded but Spider-Man noticed something, George gave him a look that meant that they needed to talk in private, in other words, he had to get away Armor Spider so that they could talk alone.

Spider-Man looked at Armor Spider, "Armor Spider, I have a few questions I need to ask Captain Stacy, while I do can you go and see if you can catch up with maybe a few of the criminals that escaped?" Armor Spider nodded and flew up in the air and towards the city, George told Spidey to follow him and he did, once they were sure that no one were close enough to hear them so looked Spider-Man at George.

"What's wrong George? What did you need to tell me that Harry couldn't hear?" George sighed, "Well Peter, when I said that we didn't know who escaped so weren't I completely honest, we know who two of them were".

Peter narrowed his eyes, "I don't think that I'm going to like this, that I won't like it even a tiny bit". George nodded, "The two who escaped were Norman Osborn and if that wasn't bad enough so did also the Black Tarantula escape". Spidey gasped, "This can't be true, of all people these two escaped".

George sighed, "That's not all, I recently heard that at the same time as the breakout happened so did someone help Eddie Brock and Cletus Kasady from the Ravencroft institute". Peter sure hoped that he had heard wrong, "Are you serious? This is the worst day ever", he looked George in the eyes, "You wanted to tell me this alone because of that Norman escaped right?"

George nodded, "I figured that it would be hard for him to know that his father is out again, and that it would be hard for him to fight him regardless of what he had done".

Peter nodded, "Yeah and the fact is that his enhancement were because of the Globulin Green, which created the Green Goblin, and also when Harry drank it as a liquid so did he have blackouts and lost control over his emotions, and as manipulation as his father is so am I worried that if they meet again so could Osborn maybe convince Harry to join him".

George nodded and looked at him, "Be careful Peter, we don't know what those people are doing". Spidey nodded and jumped up and swung away, he was thinking about what had happened these past days. When he and George had gone to capture the leader of WRAITH so had all the other members been on missions, the subway incident might have been caused by them so that they could make sure that Tarantula and Osborn could escape and as well free Eddie and Kasady, but he wondered why they had done all of this.

AT THE SAME TIME IN A HIDDEN LOCATION,

Norman Osborn, Black Tarantula, Eddie Brock and Cletus Kasady were surrounded by members of WRAITH, they suddenly saw a man come towards them, Tarantula crossed his arms when he saw him and Norman got a smirk on his face, the leader of WRAITH smiled at them, "My old friend Norman Osborn and my old rival the Black Tarantula, and also a few faces, I welcome you Mr Brock and Mr Kasady".

Tarantula looked at him, "Why are we here? And why would you help me escape consider our organizations history with each other?" WRAITH's leader looked at him, "Yes but I was thinking that separately our organizations are powerful but if all of us would work together so would we be unstoppable, so what do you say, want to join me to become the five criminal overlords of the world?"

They looked at each other, Tarantula looked at him, "I'm in but you and I will still fight one more time before that, and also I have a score to settle before that". WRAITH's leader nodded, "I know you do, that all four of you do and that's why I'm here, we will use the resources of both WRAITH and the Tarantula organization to bring down Spider-Man".

Eddie looked at him, "What about his new partner, the Armor Spider?" WRAITH's leader looked at him, "He's just a guy in a mechanical suit, but I know that Spider-Man could be a problem for us since I have fought him as well". All of them looked shocked, Eddie looked at him again, "Well since you're not in prison, I guessing you won the fight?"

WRAITH's leader shook his head, "While I had the upper hand throughout most of the battle so was it mostly because he weren't prepared and had no knowledge about me and also because he had to protect a mortally wounded Captain George Stacy, he managed to fool me in to a trap and escaped with the Captain. If we don't kill our opponents so is it a lost battle and also if we fought again so could go either way, I want to fight with him again as well, I know that all of you wants to give him the killing blow but after we all have fight him together and defeat him so can we decide who will strike him down for good".

All of them nodded in agreement, WRAITH's leader looked at Eddie and Kasady, "We will also help you to find your symbiotes again", Norman stepped forward, "Can I ask some of you men with battle suits to do something for me?" WRAITH's leader nodded, Norman smirked, "I have a feeling that Spider-Man goes to Midtown High, I need them to lure him out there and get something from him, a sample of his blood, and I also need them to find a man named Miles Warren".

A FEW DAYS LATER,

Peter were sitting at lunch at school, he were worried, he had been looking for Osborn and the other escaped villains but had not found even a single trace of them, he had tried to search for them without letting Harry know what was going on.

He suddenly felt a hand on his shoulder, he turned his head around and saw MJ stand there with Gwen behind her, both with a worried look on their face, he got confused, "Hi girls, is something wrong?"

MJ sighed, "That's what we want to know Pete", Gwen nodded her head and Peter got a bad feeling, "I don't really know what you're talking about girls?" Gwen sat down next to him and MJ sat down next to her, "Peter, Harry have told us that you have been acting strange since the breakout at the Vault, he can feel that you know something that you don't want to tell him, he have known you long enough to be able to know that, and so have I, we are really worried about you, you haven't slept much since the breakout have you? What did you find out that were so bad that even you are getting so worried?"

Peter didn't know what to say, he knew that he couldn't fool Gwen or Harry since they had known him for many years now and MJ had known him for a few years too now so trying to fool her would be useless as well, still telling them the truth could lead to that Harry heard it and that's the last thing that he could allow.

He saw Harry coming towards them as well with his food and Peter were sure that Harry would also try and get information out of him, but at that very moment so did his spider sense start to tingle like crazy.

Peter grabbed MJ and Gwen before he tossed himself away just as two missiles hit their table and blew it up as well as a piece of the ground. Peter felt them fly from the force of the explosion and put himself in a position so that when they hit the ground so did he take the worst hit while he tried to shield the girls from harm.

Peter turned around and got shocked when he saw four members of WRAITH with battle suits, but he got even more shocked when one of them shout, "Alright wall-crawler come out, we know that you're going to this school, surrender yourself or we will kill everyone here".

Then they began to throw around tables and the students began to run away in panic, Harry came over to Peter and the girls, "I'm remote controlling my armor and it's on its way here, but these guys will have destroyed the school before it arrives here". Peter nodded, knowing that he had to deal with this alone until the armor arrived, "Make sure the girls and the other students gets away, since there is four of them I should be able to handle them, but still, once it arrives put on your armor and help me if I haven't defeated them by that time". Harry nodded and took the girls and ran while Peter snuck around a corner, once he were sure that no one could see him so pulled he his shirt over his head and the top of his Spider-Man costume could be seen.

After only a few moments so had Peter changed into his costume and hidden his clothes so no one would find them before he ran up on the wall to the roof, he once he got up there he saw Harry who on purpose made the WRAITH members focus on him, Spidey waited for the right moment to launch a surprise attack at them.

AT THAT MOMENT WITH HARRY,

Harry had just help the girls get away safely and looked back at the WRAITH members, he knew he needed to distract them until Peter were ready, he picked up a piece of a smashed table and threw it at one of the members, successfully captured their attention, then to his shock so did tiny laser blasters come out of the arms of their battle suits.

He kept dodging the blasts for a few moments before a unexpected missile hit the ground next to Harry sending him flying hard in to the wall while his shirt got shredded, he looked up to see one member in front of him while a blade came out of his arm, "You're good kid, but you're not Spider-Man so I will kill you quick and painless".

He lifted his arm, but just as he were about to cut Harry's head in half so did a web-line attach itself to the blade and the member were pulled away with great force, he had time to turn his head around and saw Spider-Man before he got a hard punch in the face which dented the face part of the helmet before he fell to the ground.

Spider-Man jumped down and walked over to the other three, "What kind of lowlifes attacks a high school to draw out a hero and is actually thinking about killing innocent students without feeling guilty?"

One of them looked at him, "We were told that you might go to this school and judging from how fast you showed up I know that it's true, and the fact that you are usually seen in this area around the time the school is about to start were also hinting towards it".

The three members drew out blades from both arms and flew towards Spider-Man, Spidey waited for the right moment and dodged by jumping over them at the very last second.

He landed on the ground looked around when he heard cheering and saw that some of the students had stop and they had begun to cheer when they saw him, he told them to run before his spider sense made him aware of the WRAITH members again.

He saw them turn around and he knew that he needed to take out the three of them and fast before someone got hurt, he then saw one of them take out one of his missile launchers and fired a missile, Spidey dodged it but then noticed to his horror that it headed for some of the students, he quickly fired a web-line at the missile and felt his feet slide as he tried to hold it back. He then noticed that the one who had fired it flew towards him with one of his blades aimed at Spidey's back, thinking quickly so spun Spidey around and tossed the missile right back at him, the member had no time to dodge and the missile hit him in the chest, his battle suit protected him from most of the explosion but it got destroyed and he lost consciousness.

But as Spidey began to look for the remaining two members so heard he a girl scream behind him, he turned around and got furious when he saw that the remaining two members had taken Liz as hostage and that one of them held a blade at her throat. The member holding the blade at her throat chuckled, "Now I know you're fast, but are you fast enough to save her from both of us?"

Spidey clenched his fists in anger, he knew it were to risky to try and defeat them while they had her as a hostage, "Let her go and fight fair cowards", he got shocked when both of them chuckled, "Well you see we don't have to fight you, we only came here to get something from you and if you cooperate peacefully so won't this girl get hurt".

Spidey unclenched his fists and sighed, "What do you want from me?" The other member took out a glass container and tossed it to him, Spidey caught it and looked at it confused before the member tossed something else to him as well, Spidey caught it as well and saw that it was a pocket knife.

The members looked at him, "if you want this girl to get away without a scratch then use that knife to cut yourself and fill that container with your blood". Spidey got both shocked and really worried, he knew a lot of bad things that could happen if they got away with his blood, 1 they could find out who he was, 2 they could try and replicate his powers and 3 they could try and create biological weapons that is specifically designed to be used against him.

But when saw the member press his blade so close to Liz's throat that some blood came out so knew he that he didn't have a choice, he pulled up the sleeve on his left arm and used the pocket knife to cut himself in the left arm, he then put the container under it and filled it with blood before he shut it and shot webbing over the cut. He tossed the knife and container back to the members before he said, "I did my part, now do yours and let that girl go".

The members looked at each other before they looked back at him, "Sure, the only question is, can you catch her?" Then the one who held her took and threw her high up in the air before both of them flew away, Spidey growled and leaped onto the wall of the school and used it as a springboard to launch himself towards Liz.

He managed to reach her in time and caught her before he spun through the air and landed on his feet and put her down, he growled when he saw how far away they had gotten and knew that he would never catch them now.

But just as he thought that so did Armor Spider tackle the one who had been holding Liz, he prepared to battle it when Spidey shouted, "Forget him and leave him to me, chase the other one, he has a sample of my blood with him". Armor Spider looked shocked at him before he nodded, he grabbed the one were at and threw him towards Spidey so that he came close enough so that Spidey could shot web-lines to pull him towards him and then Armor Spider began to chase the other one.

Spidey pulled the other one to the ground and ran towards him, but just as he got close so threw the member a flash grenade at the ground and blinded Spidey and at the same time so threw the other member a flash grenade at Armor Spider as well and messed up his visual systems.

By the time the heroes could see again so were the WRAITH members gone, Spidey once again clenched his fists and gritted his teeth, he wondered what they were planning on doing with that sample of his blood.

A LITTLE WHILE LATER,

The two WRAITH members arrived at their hideout and went in only to be greeted by Norman Osborn, "I guessing since two of you didn't return so did you run into a bit of trouble?" They nodded and took out the container, "Yes but we managed to get the blood sample you wanted". Norman smirked and took it, "Excellent and I have heard that they're close to finding Miles Warren as well, now the secret to defeat Spider-Man once and for all and create an army of super powered beings are in our hands".

**Things doesn't look good for Spidey and Armor Spider, what exactly are Norman planning on doing with the blood and why do he want to find Miles warren and have him join them? Continue reading to find out and please review.**


	6. Man-Spider 2 appears

Spider-Man: The Ultimate Battle

**Last time so were Spidey recovering from his battle with WRAITH's leader when Nick Fury appeared and injected a healing accelerator into him so that he would heal faster and that was a good thing, because not long after so did someone plant bombs in a subway in New Jersey and someone caused a breakout at the Vault and freed Black Tarantula and Norman Osborn as well as Cletus Kasady and Eddie Brock from Ravencroft. A few days later so did members from WRAITH attack Peter's school to lure out Spidey and after taking Liz as a hostage they forced Spidey to give them a little of his blood before they escaped, what will happen next?**

Chapter 6- Man-Spider 2 appears

IN WRAITH'S SECRET HIDEOUT,

Norman sat in his chair in the room he had been given, it had gone a whole day since he obtained Spider-Man's blood but he thought it would be better to wait with analyzing it until Warren were brought there.

Suddenly he heard a sound at the door and saw a WRAITH member stand there, he bowed to him, "They have found him Mister Osborn and they're bringing him here right now". Norman smirked, now they would finally have everything they needed in order to destroy Spider-Man once and for all.

AN HOUR LATER,

Norman were sitting in his room when someone knocked on the door again and saw the same WRAITH member from an hour ago but this time he had someone with him, Miles Warren. Norman got up and smiled, "Miles, good to see you again". Warren looked at him, "You went through a lot of trouble to find me, what do you need my help with Osborn, or should I call you Green Goblin?"

Norman took out the glass container, Warren looked at him confused, "In this container is Spider-Man's blood, we're planning on using it to destroy him and reproduce his powers, I know that would help you with your experiments and of course so will be fond your experiments if you decides to work for us".

Warren came up to him and took the container and got a smirk on his face, "I think that we have a deal, I will help you to create weapons to destroy him, but it will take a while to analyze it, but there is something I would like to try first, I will give you a list of equipment I need". Norman looked at him, "What is it that you would like to try?" Miles smirked, "Fight a Spider-Man with a Spider-Man I say or at least, a clone of one".

A FEW DAYS LATER,

It was now Saturday and Peter and Harry were sitting at the Silver Spoon while MJ and Gwen were getting their orders, Harry looked at Peter worried, he knew that Peter had been really worried lately, he knew that even though Peter had told him that their patrols were over so had Peter continued once Harry had left, he could see that on how tired he was, he knew that something were bothering Peter but he refused to tell Harry what it was.

Peter at the same time were wondering what WRAITH were up to with his blood, he could think of two people who could even find any use of having his blood, Norman and Eddie, and if they got their hands on it then it would be really bad.

Gwen and MJ came back to the table, they looked at the boys, "Guys, we know that the two of you need to talk about your secret work but we got here so you could relax a bit and would not worry so much about it". Harry smiled at them, "Yeah you're right Gwen, I just wish that I knew what they're planning, or what someone else knows but aren't telling me".

Peter thanked George in his mind for making sure that the fact that Tarantula, Norman Osborn, Eddie and Kasady had escaped hadn't been on the news and that had made it easier for him to look alone but he had still not found a single clue to where they could be.

He looked at them and smiled, "You girls have a point, we're supposed to rest for today, so let us forget about WRAITH right now". Harry sighed and nodded while he smiled, he figured that Peter probably had a reason for hiding something from him, even so he would still try to get him to tell him what it were, but he would wait until tomorrow.

AT THE SAME TIME AT WRAITH'S SECRET HIDEOUT,

Miles were standing next to a big metal tube, he were looking at it and a shadow could be seen inside of it, anyone who were looking long enough could see that it were slowly taking on the form of a human.

Miles heard someone come inside of his lab, he turned around and saw Norman come towards him, "Well hello Norman, are you here to see how our little boy is growing?" Norman nodded, "I wanted to know that we would be able to control this thing once it is finished, since it will be just like the web-head".

Miles nodded with a smirk, "Well I will take precautions to make sure it will listen to us, and also it will not be exactly like Spidey". Norman looked at him wondering and Miles continued, "Since this is the prototype so do I want to see if you can alter a clone, I will try to enhance the spider part of his DNA so he will be more spider than human, speaking of the spider part I found something interesting in his DNA".

Norman looked at him again, "What would that be?" Miles looked at the cloning pod, "The spider part of his DNA is identical to that of the 15 super spiders that Curt Connors created by combining DNA from different spider species". Norman smirked and turned around, "I guess that we should bring Dr Connors here in order to ask him a few questions".

LATER AT ESU,

Curt had gotten in to the lab in order to do some testing on a new serum he were working on, he may have cured both Peter and Michael Morbius from their mutations but the same serum weren't able to cure his mutation, the Lizard, he had from time to time been working on this and even though Peter had offered him his help he decided that Peter had enough trouble as Spider-Man so he had rejected the offer.

He suddenly heard something at the door and saw two men stand there, he were about to ask who they were when he saw something that worried him, they both had a big `W´ on their right side of their chest. The men came towards him, "Hello Dr Connors, we have a few questions so we would like you to come with us peacefully and if you don't, then we will take you with us by force".

AT THE SAME TIME WITH SPIDER-MAN,

Spidey were swinging through the city after having spent a few hours with his friends, it had managed to calm him down a little but he were still worried over what WRAITH might be planning to do with his blood. He was passing over ESU when his spider sense tingled, he landed on a roof and looked around but saw no danger, he took and focused and tried to sense were it were coming from, he felt that the danger sense he got came from ESU, from the lab to more exact.

He quickly got back there and looked down through the roof window and saw Dr Connors backing away while two men came towards him, he knew he needed to help Connors and opened the roof window before he quickly jumped down. The men were closing in on Curt, but just as they were about to grab him so did Spidey land in front of them, he looked up, "It was lucky that I happened to pass by here, I don't know what you are planning but leave Dr Connors alone".

The men smirked, "It looks like you and Connors has some kind of connection after all, I guess that it's good that we brought some backup after all". At that moment so did a wall get smashed, Spidey looked in the direction of the smashed wall and saw two members of WRAITH with battle suits.

Spidey jumped out of the way when they fired at him with their laser blasters, he tried to get behind them in order to rip out their power sources that were on their backs but they made sure that he couldn't get behind them. Spidey knew that in order to get behind them he needed to take care of those laser blasters, he took and landed behind a desk before he grabbed it and threw it at the members with battle suits.

One of the ones with battle suits fired a missile and destroyed the desk, but Spidey used smoke created by the explosion in order to get closer and managed to crush both of the laser blasters of one of them. The other one turned towards them and prepared to fire at Spidey but the web-head were faster and kicked him hard in the stomach and sent him flying, he threw the one he had disabled at the one he kicked and they collided as the one he had kicked were getting up again.

Spidey quickly jumped on them and grabbed the power sources on their backs, but as he began to pull in them so did electricity go through his entire body from both power sources, the other members that had just managed to grab Curt chuckled, "Did you really think that we hadn't taken precautions to make sure that you wouldn't be able to tear off the power sources again, the more you're trying to get them off the more electricity will go through your body". Spider-Man gritted his teeth, he knew that he needed to disable these two even if it would really hurt, he kept pulling harder and harder despite that the intensity of electricity kept increasing and soon so did he tear them off before he took and threw them out of the roof window there they exploded.

Spidey then went down on a knee and gasped, he was exhausted from all the electricity his body had been forced to endure, he suddenly heard the door close and saw that the other two members of WRAITH had left the lab with Dr Connors, he stood up on wobbly legs, he knew he wouldn't be able to run after them so instead so shot he two web-lines and slingshot himself out of the window and onto the roof.

Once he landed on the roof so did he looked down and saw the members of WRAITH force Dr Connors in to a black van, he quickly swung after it as it drove away in high speed. It didn't take him long to catch up to the van and he landed on the roof of it before he jumped onto the hood, he smashed the windshield and then ripped off the steering wheel so the car began to sway out of control. Spidey jumped off the car and looked how it was moving, once he predicted where it would go next so did he form a giant web in front of it and it stopped from continuing because of the strong webbing.

The WRAITH members got out and tried to get away with Connors only to see the costume clad young man in front of them with his arms crossed, "We can do this the easy way, the hard way, or the Spider-Man way, your choice". The members looked at each other before they let go of Connors and held their hands up, Spidey narrowed his eyes, "Why did you try to kidnap Dr Connors?"

The members looked at him, "Well we were told that the spider part of your DNA are just like the super spiders this guy created so our bosses wanted to ask him a few questions". Spider-Man and Curt looked shocked at each other and Curt asked, "How do you know about my spiders?" The members looked at them, "Someone who is familiar with you and your work told one of our bosses about it and he told us to get you, we think you deserve to know that much at least". Spidey shook his head before he webbed up the goons and then he called George and told him where they were so he could pick them up along with the ones that he left in the lab before he grabbed Curt and made his way to his home.

A LITTLE WHILE LATER,

Spidey landed in front of Curt's home and put him down on the ground, "Well here we are, I should go now". But just as he were about to shot a web-line so grabbed Curt his arm, "Wait, we need to talk about what just happened, come with me inside". Spidey hesitated a little, it would probably not be good if anyone saw him walk in to The Connors house just like that, but after seeing that Curt was serious so did he just sigh and followed him inside.

Once inside so told Curt him that Billy and Martha were not home and since no one could see them from the outside so were it safe, Peter understood what he meant, the inside of this house were safe since the Connor's family knew his secret so he took his mask off and sat down at the table.

Curt sat down as well, "What's going on Peter? How do they know that your DNA contains DNA from one of my super spiders?" Peter sighed and told him about what had happened at Midtown High, Curt looked really troubled, "You mean that they got away with a sample of your blood?" Peter nodded, "I know it was a bad idea but I had no choice, Liz's life was at stake and that was the only choice I had". Curt held up a hand, "I don't question your reason Peter, I know that you wouldn't have given them the sample unless you didn't have a choice, but you realize that they will try and use it to create weapons to use against you right?"

Peter sighed and nodded, he knew that all too well, "Yeah I know, but what can I do about it now? I'm more worried about them coming after you again and also I think we both know who told them about my DNA". Curt nodded, they both knew that it had to be Miles Warren and if he were on their side then Peter would be in trouble.

LATER AT THE EVENING,

Peter were sitting in his room together with Harry, Gwen and MJ, Harry looked at Peter, "Are Dr Connors alright Pete?" Peter nodded, "Yeah I have asked Captain Stacy to have a few officers to look after him for a few days to make sure nothing else happens". Gwen looked at Peter worried, "Do you really think that Warren is back?"

Peter nodded, "Yeah, I know it since they knew about that the spider part of my DNA is identical to the super spiders that Dr Connors created, that's not something many people knows other than the people I have told or the ones who knows about the spiders and have analyzed my DNA".

Harry sighed, "I don't like this at all, if he's back and is analyzing your blood then we could be in trouble". Peter sighed, he knew that Harry were right, he were the very last person he wanted to analyze his blood and DNA, especially after reading the files he got from his computer before Warren went in to hiding, especially the cloning file.

AT THE SAME TIME AT WRAITH'S HIDEOUT,

Miles Warren were standing next to the cloning pod, he heard the door open and saw Norman, WRAITH's leader and Black Tarantula come towards him, Norman looked at him, "We are wondering why you called us here? Are the clone finally ready?" Miles smirked and nodded, he told them that he wanted them to be here when he opened the pod.

Miles pushed a button and the pod were slowly opening, they soon mist came out, they soon could see the shadow of a person in the mist but were shocked when they saw two thin looking spider looking legs from both side of its back. Norman looked at him, "What alterations did you to the clone?" Miles smirk got bigger, "Just wait and see".

Once the mist cleared so were all three of them shocked to see that the clone were mostly human but had a spider's head, four spider legs coming out of its back and claws on both it human arms and legs. Norman looked at Miles, "I was hoping to find out who he were with this clone".

Miles smirked, "Like I said, I wanted to see if I could alter this clone since it is the prototype, but it will wake up soon so I would put some distance between me and it if I were you".

Norman looked at him confused just as the clone opened all eight of its eyes, they soon saw Norman and the clone immediately jumped up and on to Norman, it lifted one of its legs and aimed at his head, but just as it were about to attack so did a powerful wave of electricity go through its body and it fell on its side. Norman looked at Miles who were holding a remote control in his hand, "I warned you, luckily for you so have I taken precautions to make sure that no one of the clones attack us, I have put in a chip that is connected to its brainstem so that if it tries to attack us so can we give it a big shock throughout its nerve system to show it who its masters are".

Miles looked at the clone, "It seems that when I made it more spider so did the clone lose its ability to think like a human as well as its human intelligence, it's a creature who only reacts to instincts that are based on Spider-Man's memories, like how it saw you as a threat Norman and tried to kill you". Norman nodded and looked at it, "I guess we will have to be careful around it, so when are you planning on releasing it?"

Miles smirked, "I'm going to release him tomorrow, I am interesting in who it will go after and the places it will go to, if we do that so might we find out who Spider-Man before we make the second clone", Norman smirked and laughed.

THE NEXT DAY,

Harry and Peter were sitting in Peter's room, Harry looked at Peter, "Hey Peter, have you heard if WRAITH has been near Dr Connors again?" Peter shook his head, "No not that I have heard, it seems that at least for the moment so is he safe".

Harry's eyes narrowed and Peter looked at Harry shocked, "What's wrong Harry?" Harry looked him straight in the eyes, "We're friends and partners right? If that's true then why are you hiding things from me?" Peter sighed, "I don't hide things from you because I want to but I do it because I think it for the best, at least for now, I knew that this conversation would happen sooner or later and I knew it would be useless to deny it, but trust me on this, I'm just trying to do what I think is right".

Harry sighed and smiled, "I should have known that you were trying to protect me, alright I will drop it for now, by the way aren't you supposed to meet Gwen soon for your date?" Peter smiled, "I'm supposed to meet her in an hour at the movies, so…"

Peter stopped talking as they heard a loud crashing sound, the sound that appears when a wall gets smashed, and it was only a few houses away. Both Peter and Harry jumped out of Peter's window and down to the ground and ran out to the street and saw that the sound came from Anna Watson's house, they ran towards it to see what was going on when they stopped as they saw what looked like a human with a spider head and four spider legs on his back come out of the house while he had MJ on his right shoulder.

The creature looked at them and once its eight eyes landed on Peter so growled it, it launched itself at him and Peter jumped out of the way while he threw a kick at the creatures head, the creature dodged the kick and flipped through the air which made Peter shocked, because the way that thing moved were way too similar to how he moved.

Peter ran towards it and threw a punch at it but it jumped back and then lifted one of its spider legs and to Peter's shock fired a web-line from the tip of it, the web-line attached itself to Peter's arm and before he could do anything so spun the creature him around and then tossed him into the wall of a neighbor's house hard enough to seriously cracking the wall. Peter was getting up slowly while he groaned in pain, he looked up in time to see the spider creature use one of the houses as a springboard and launched itself up in the air before it swung away, Peter's eyes narrowed in suspicion as Harry got up to him and helped him back up on his feet.

"Are you okay Peter?" Peter looked at him, "I will recover soon, but I'm more worried about that creature, didn't its movements look too much like my movements?"

Harry nodded, he had noticed that as well, but before they could talk about it anymore so came Anna Watson running towards them, she came up to Peter worried, "Peter I saw what happened, are you okay?" Peter got a little worried, he had fought pretty well against a spider monster, he knew that someone could get suspicious but he had bigger things to worry about now.

He smiled a sad smile at Anna, "I will be fine Ms Watson, I'm sorry I couldn't help Mary Jane". Anna shook her head, "It's not your fault, but what was that thing? It didn't act like it had any human intelligence at all". Peter had also noticed that.

At that moment so did Peter's phone ring, he took it out and saw that it was George who were calling him, he took and answered, "Hello Captain Stacy, I would like to talk but we are in a bit of trouble right now". But Peter got worried when George groaned in pain, "Captain? Is everything okay?" George groaned again, "No Peter, our house got attacked and Gwen got kidnapped".

Peter gasped in shocked, "Gwen's kidnapped? Who kidnapped her?" George answered a few seconds later, "It's not a who, it's an it". Peter's eyes narrowed, "If it was a creature that looks like a human/Spider hybrid then I have already met it, it just kidnapped MJ".

George got worried, "Why would it kidnap both Gwen and Mary Jane?" Peter sighed, "I don't know but I guess we might find out soon, if you hear anything please call me Captain". Peter ended the call and told Anna to come with him to his house, thinking that it would be better for her to be with his aunt instead of being alone and worried and all three of them walked towards his house.

A HALF HOUR LATER,

Peter and Harry were watching the news for any leads to where that creature could be while aunt May tried to calm down Anna, Harry looked at Peter, "Shouldn't we be out looking for the girls?"

Peter looked at him, "I know we should but we won't get anywhere by just searching the city, not with this thing, it's like an animal, we can't predict how it will react, so we have to wait until we hear something about it".

Harry nodded and were about to say something when they heard a emergency news interruption, they looked at the TV and saw that Channel 7 were sending live from the George Washington bridge, at the top of it were the creature and behind it were Gwen and MJ.

Peter and Harry looked at each other and nodded, Harry called his armor there while both of them ran out of the house, while Peter told his aunt that something came up and they had to go, Anna looked shocked at their sudden disappearing but May understood that they must have found out something about the girls and were going to help them.

WITH THE BOYS A FEW MOMENTS LATER,

Peter had just taken off his clothes and stood there in his suit as he pulled his mask over his head before he looked at Harry, "I will go ahead since it will take you armor some time to get here, just come and help me as soon as you can", Harry nodded and jumped up in the air and swung away in order to get to the girls at the bridge and save them.

It took Peter a while but he could soon see the George Washington bridge, he knew that he needed to be careful, that thing could get aggressive again and that could put the girls in danger.

A FEW MINUTES LATER,

The spider creature growled in anger as it watched the helicopters circling around the bridge, it were so distracted by the helicopters that it didn't noticed that someone came up behind it before it got a pair of feet in its back, it stumble a few steps before it dug two of its spider legs in to the bridge to stabilize itself and turned around only to get filled with more rage when it saw Spider-Man stand there ready to fight.

"Alright Man-Spider 2, I hope that you're ready to fight, because I'm going to beat you and take these girls with me". The spider creature just roared and jumped towards him and Spidey barely managed to dodge, "Although I get the feeling that you don't understand a thing I'm saying right now, even so I have a feeling that you are connected to me in a very unique way".

The creature growled at him and jumped towards him again and Spidey tried to dodge again but this time the creature launched one of its spider legs at him and cut him across his back. Spidey gasped in pain and stumble a few steps before he regained his balance and went down on a knee, he turned his head around and looked at the creature, he was guessing that since both of them were spider creatures so didn't Peter's spider sense register the creature as a threat since it in a way were (in at least one way or more if Peter were right) related to him.

Spidey stood up again and looked the creature in its eyes, it roared and ran towards him but Spidey sidestepped it and shot some webbing in its face and blinded it before he gave it a kick in its left side sending it flying but it used its spider legs to prevent itself from falling off the bridge.

The creature ripped off the webbing and growled at Spider-Man, but then both of them heard someone land not far from them, Spidey saw Armor Spider next to the girls, he smirked under his mask, "Took you long enough buddy, take the girls down while I keep this thing busy". Armor Spider nodded and grabbed both of the girls, the creature roared and tried to run towards Armor Spider but Spidey tackled him to the ground, the creature tried to use its spider legs to get back up but Spidey were standing on it and were holding the legs as hard as he could, he looked at Armor Spider and told him to go and Armor Spider activated his jet boots and began to make his way down with the girls.

The creature used his human arms and pushed against the bridge to push itself back up on its feet while he threw Spidey off of his back. Spidey landed hard on his back but quickly jumped back up and backwards as the creature tried to stab him with its legs.

Spidey and the creature circled around each other, then the creature launched itself towards Spidey, but just as Spidey were about to dodge so did the creature get hit by an electrical blast and fell down on the bridge again, Spidey looked around and saw Armor Spider land next to him, "I hope you left some fun for me". Spidey nodded and both of them looked at their enemy.

The creature ran towards Spidey but Armor Spider stepped in front of the web-spinner and grabbed the creature as it tackled him, he looked at Spidey, "Now hit him with everything you have Spidey". Spider-Man nodded and ran towards the creature and Armor Spider while he prepared a punch, Armor Spider dodged to the left just as Spidey threw the punch and rammed his fist into the creatures face with all the strength he had, sending the creature flying unconscious.

Just as it went over the end so shot Spidey a web-line and caught it, he pulled it back and then it was laying there on its back, Spidey went over to it, "Contact Dr Connors Harry, I need him to go to the ESU lab because I need to check something out with this creature".

A LITTLE WHILE LATER AT ESU,

Spidey and Armor Spider were standing next to Curt who was analyzing the creature, Spidey looked at Curt, "What can you tell us doc?" Curt looked at him, "I think you have already guessed it, but this thing is a genetic altered clone of you Peter".

Armor Spider gasped in shock and Spider-Man nodded, "Yeah I had the feeling that it was something like that, I just couldn't believe it". Curt smiled at him, "Well I can't blame you, every attempt to clone someone have failed before the clone have been able to even take on a form, so it's surprising to see not only a clone of you but also that it's purposely altered, the one who did this must be a genius in genetics".

Spidey nodded, "Yeah and I'm sure that we both know what that means, Miles Warren is back, but one thing I noticed, since it were altered to be mostly spider it appears that it lost all of its human speech and intelligence, it only reacted on instincts that I guess is based on my memories and some feelings and desires".

Armor Spider looked at him, "That would explain why it took Gwen, because of your feelings for her Peter, but why did it take MJ as well?" Spidey looked at the creature, "Well I would be lying if I said that I wasn't still attracted to MJ but according to how this thing acted, I might like her more than even I thought, don't get me wrong I'm not confused over who I want to be with it's just"…

Spidey felt a hand on his shoulder and looked at Armor Spider, "You don't have to explain yourself buddy, we understand, and I get that this is something we shouldn't let the girls know about".

Spidey nodded and thanked Armor Spider who took away his hand from Spidey's shoulder, the web-spinner took a step closer to the unconscious clone and put a hand on one of its human arms, wondering what they should do with it, suddenly so did his spider sense flare up like crazy, he quickly pulled back his arm but unfortunately not fast enough.

Electricity went through the clone's entire body and a small jolt hit Spidey's arm and he gasped as he felt his arm go completely numb. Armor Spider grabbed both of his shoulders and pulled him further away from the clone and the three of them watched in horror until the electricity stopped. Spidey went over to it but he already knew that it was too late, he checked its vitals and he realized that he was right, the creature, his clone, were dead.

He turned around and shook his head and Armor Spider lowered his head and Curt got a sad look on his face, Spidey looked over his shoulder, "How did that happen?" Armor Spider looked at him, "Right before the electricity appeared so sensed my suit an electrical signal, the ones that comes from machines that is, not the impulses from our brains, let me do a scan of him and I will see what I can find out".

Spidey nodded and Armor Spider stepped up next to the clone and began the bio scan of the clone, after a few seconds so did he looked at the clone's head and turned it around so that they could see its neck. Armor Spider pointed at one spot, "According to my scan so is there a electronic chip here, it received an electrical signal right before the electricity went through its entire body, the signal ordered the chip to send the electricity throughout its body, instantly killing it".

Spidey looked at his numb arm, "I can understand that, I can handle a lot of electricity going through my body but look what just one small jolt did to my arm, there is no way anything could survive such intense electricity". Spidey looked at his dead clone, he now despised the leader of WRAITH and the escaped villains since he now knew how low they could sink, he swore now that he would do everything that he could to find them and take them down, and this time they would not get out of the Vault.

**Peter and Harry may have taken down this clone but what will happen now after its creators killed it without mercy? Will Peter be able to forgive their cruelty and heartlessness or will their actions in the end fill him with so much rage that he will cross the line? Continue reading to find out and please review.**


End file.
